Purchase Agreement

1. Scope. Seller provides medical services to clients. In connection with such medical services, Seller also provides clients Coverage products (each, a "Product") to pay for the cost of such medical services.. Seller desires to sell and Purchaser desires to purchase Accounts generated by Purchaser according to the terms and conditions of this Agreement.
2. Request to Purchase Accounts. Seller may request that Purchaser purchase any Account by submitting a requisition form located on Purchaser’s portal and providing any other documents or information requested by Purchaser.

3. Purchase of Receivables. It is in Purchaser’s sole discretion whether to purchase an Account. At the time Purchaser pays the Purchase Price to Seller with respect to any Account as provided in Exhibit A, such Account will constitute a Purchased Account and Seller absolutely sells, transfers, conveys and assigns to Purchaser, Seller’s right, title and interest in and to such Purchased Account to the extent provided in Exhibit A. Purchaser will not assume any liabilities or obligations related to any Purchased Account; any such liabilities and obligations will remain solely with Seller.
4. Servicing. All Purchased Accounts (including any down payments on medical procedures or services) will be serviced, collected and administered by persons designated by Purchaser. Any payments received on any Purchased Accounts will be deposited into a bank account designated by Purchaser. Such payments will be remitted as provided in Exhibit A. In the event of a default by a client, Purchaser will utilize soft collection methods to recover outstanding receivables. In no case will a delinquent account be turned over to an outside collection agency, nor will any delinquent account impact a client’s credit record.
5. Exclusivity. Seller grants Purchaser the exclusive right to purchase any interest in any Account Seller desires to sell.
6. General Representations and Warranties. Each party makes the following representations and warranties to the other party on a continuing basis: (a)its execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and do not contravene any applicable law or the provisions of any agreement to which it is bound; (b)the individual executing this Agreement is duly authorized to do so; (c)this Agreement constitutes the medical, valid and binding agreement of the party enforceable in accordance with its terms; and (d) any information and documents furnished by it to the other party for purposes of or in connection with this Agreement is true and correct and the information provided is complete enough so as not to be misleading.
7. Seller’s Representations and Warranties. Seller makes the following representations and warranties to Purchaser on a continuing basis: (a)Seller and any of its employees, contractors and agents have all licenses, registrations and authorizations required to conduct its business and practice; (b)Seller treats the transfer of any Purchased Account as a sale for tax, accounting, financial reporting and any applicable regulatory purposes, and Seller’s books and records will reflect the sale of the Purchased Accounts; (c)Seller holds good and valid medical title to any Purchased Account free and clear of any liens or encumbrances; (d)other than the sale to Purchaser pursuant to this Agreement, Seller has not sold, pledged, assigned or encumbered, either directly or collaterally, any Purchased Account: (e)other than the sale to Purchaser pursuant to this Agreement, no person has any rights, interest or claims in or to the Purchased Accounts; (f)any Purchased Account is fully collectible; (g)none of the Purchased Accounts have been dismissed, settled or paid as of the date of purchase; (h)no error, misrepresentation, negligence, fraud or violation of law has occurred with respect to any Purchased Account, its underlying medical procedure(s) or service(s), or its related Product, including by any act or omission by any person; (i)no Purchased Account is subject to any claim, defense, right of rescission, discount, allowance, set-off, offset, or counterclaim; and (j)at the time of purchase of any Purchased Account, there is no payment default or any other default, breach, violation or event of acceleration existing under such Purchased Account or related Product.
8. Repurchase Event. Following the occurrence of any Repurchase Event relating to any Purchased Account, Purchaser may demand Seller repurchase any such Purchased Account by paying Purchaser the Repurchase Price. Seller must pay Purchaser the Repurchase Price within 5 business days of receiving Purchaser’s demand. Purchaser may set off or cause set off of any repurchase, indemnification, or other amounts owed by Seller to Purchaser from any Purchase Price or any other amounts owed or to be remitted to Seller.
9. Indemnification. Seller will indemnify and hold Purchaser harmless against any and all liability, loss, damage, penalty, fine, forfeiture, medical and accounting fees, other fees, costs and expenses of any kind relating to a breach by Seller of any of its representations, warranties, covenants or agreements contained in this Agreement. Seller will also indemnify Purchaser from any claim or defense asserted by client against Purchaser. Any such claim or defenses asserted by a client against Purchaser will also be considered a Repurchase Event.
10. Miscellaneous. Any notice provided by a party to the other party in connection with this Agreement will be effective upon personal delivery, delivery by a nationally recognized courier, or mailing by certified mail, return receipt requested. Notices must be delivered or sent to the addresses set forth on Page 1, or at such other address as a party may provide by notice. Seller may not assign this Agreement without the written consent of Purchaser. This Agreement will be interpreted in accordance with the substantive law, not including conflicts of law principles, of the State of Delaware. There are no third-party beneficiaries of this Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter of this Agreement, and if any provision of this Agreement is found to be invalid or unenforceable, all other provisions will be enforced and construed as if the invalid provision were never a part of this Agreement. The failure to enforce any provision of this Agreement will not be considered a waiver. This Agreement may be executed in counterparts but may only be amended in writing signed by both parties. the parties waive all right to trial by jury in any litigation.
11. Defined Terms.
    • "Account" means, in relation to a Product, any past, current or future right to receive any payments and payments made (including down payments, other payments and account receivables) and any other rights (including security interests and contract rights) related to the Product and its underlying medical procedure(s) or service(s). The term "Account" also includes any related files, agreements, instruments and documents related to the Product and its underlying medical procedure(s) or service(s)
    • "Agreement" has the meaning provided in the first sentence of this Agreement.
    • "Original Balance" means the amount the client owes the Purchaser under the Product for medical services rendered, evidenced by the amount listed on the related confirmed requisition form.
    • "Product" has the meaning provided in Section 1.
    • "Purchase Price" has the meaning provided in Exhibit A.
    • "Purchased Account" means an Account for which the Purchaser pays the Purchase Price.
    • "Repurchase Event" means any breach by Seller of any of its representations, warranties, covenants or agreements in this Agreement related to any Purchased Account.
    • "Repurchase Price" means, with respect to an Account, the Purchase Price paid, and any other related amounts paid or remitted to, or retained by, Seller. It also means a client asserts as a defense to payment any claim or defense the client holds or may hold against Seller.
    • "Back Ends" None.

Exhibit A