小猪视频app

Veterans Accountable Care Group, LLC, an Arizona limited liability company (鈥�VACG鈥� or 鈥�you鈥�), has advised 小猪视频app Health, Inc. (鈥�小猪视频app鈥�, 鈥�we,鈥� or 鈥�us鈥�) that Veterans Accountable Care Organization, LLC (鈥�VACO鈥�) has submitted to the Veterans Health Administration (鈥�VHA鈥�) a proposal (the 鈥�Proposal鈥�) for VACO to be awarded (the 鈥�Award鈥�) a Prime Contract (the 鈥�Contract鈥�) under the VHA鈥檚 Community Care Network Initiative described in the VHA鈥檚 December 28, 2016 Request for Proposals regarding the Community Care Network (鈥�CCN鈥�), VA 791-16-R-0086 (the 鈥�RFP鈥�). All references to 鈥�dollars鈥� or 鈥�$鈥� in this letter are references to United States dollars.

You have advised us that it is a condition precedent to the Award that VACO satisfies a financial stability requirement under the RFP (the 鈥�Financial Requirement鈥�). VACO intends to use the cash proceeds of a $50,000,000 capital contribution from VACG to VACO to satisfy the Financial Requirement.

1.听听听听Commitment.

(a)听听听听Subject to the provisions of paragraph 11(a) below, 小猪视频app is pleased to advise VACG of its commitment to provide (through one or more of its affiliates), or to arrange from a third party lender or such other person approved by VACG (such consent not to be unreasonably withheld or conditioned), a line of credit for VACG in the amount of $50,000,000 (the 鈥�Facility鈥�) in accordance with the terms and conditions set forth in this letter (or as otherwise agreed to by VACG and the lender under the Facility (the 鈥�Lender鈥�)). Under the terms of the Facility, VACG shall not be permitted to draw down on the Facility until the date (the 鈥�Award Date鈥�) on which the VHA awards a CCN contract to VACO (the 鈥�CCN Contract鈥�). The Facility shall mature five (5) years following the Award Date (the 鈥�Maturity Date鈥�). During the term of the Facility, VACG shall only be required to pay interest on the Facility, with the outstanding principal and all accrued and unpaid interest to be repaid in full on the Maturity Date. Interest will be payable on the unpaid principal amount under the Facility at a rate equal to six and one-half percent (6.5%) per annum, payable quarterly in arrears. The default interest rate under the Facility shall be 18% per annum commencing upon an event of default as defined in the definitive loan documentation for the Facility

(the 鈥�Definitive Agreements鈥�), which shall be due and payable on demand by Lender. The Definitive Agreements shall be customary for transactions of the type described in this letter, shall incorporate the terms and conditions set forth in this letter (or as otherwise agreed to by VACG and Lender) and shall be executed and delivered by VACG and Lender on or prior to the Award Date. The parties hereby agree that, except as provided elsewhere herein, no fees shall be payable by VACG or VACO to 小猪视频app hereunder in respect of the Facility or any borrowings by VACG thereunder, or based on VACO being awarded a CCN Contract by the VHA; provided that, if 小猪视频app or one or more of its affiliates is the Lender, then 小猪视频app shall be entitled to the interest on the Facility as provided herein and customary fees and expenses under the Facility as set forth in the Definitive Agreements. 小猪视频app hereby acknowledges and agrees that due to applicable legal and regulatory requirements, VACO鈥檚 accounts receivable under any CCN Contract may not be assigned to Lender or used as collateral or security for the Facility. The Definitive Agreements shall provide that in the event of any uncured material default by VACG under the Facility, Lender shall be authorized to sweep from VACO鈥檚 bank account funds sufficient to cure such default; provided, that upon any acceleration of the Facility upon an event of default (after giving effect to any applicable notice, grace or cure periods as provided in the Definitive Agreements), Lender shall be authorized to sweep the account to cure such default; provided further, that, to the extent prohibited by applicable law, regulation or directive or the CCN Contract, Lender shall not be permitted to sweep any funds deposited in the accounts in respect of VACO accounts receivable for clinical services payable to VACO under its CCN Contract. The Facility shall also be secured by a pledge of each of David R. Nelson鈥檚 and SSB Solutions, Inc.鈥檚 respective ownership interests in VACG; provided, that Lender shall only be permitted to exercise its remedies with respect to such pledges in the event of an event of default under the Facility that cannot be cured by Lender exercising the above-mentioned sweep of VACO鈥檚 bank account.

(b)听听听听If following final resolution of any and all CCN bid protests (i) the VHA awards a CCN Contract to VACO and (ii) VACG and the Lender have entered into and closed the Definitive Agreements for the Facility, 小猪视频app shall receive a membership interest totaling 15% of the outstanding membership interests in VACO in the aggregate (the 鈥�Membership Interest鈥�), by virtue of an assignment and transfer of the membership interests held by VACG in VACO.

2.听听听听Use of Proceeds. Subject to the provisions of paragraph 11(a) below, the funds drawn under the Facility shall be contributed by VACG to VACO to satisfy the Financial Requirement.

3.听听听听Definitive Agreements between Lender and VACG. In connection with the Facility, 小猪视频app and VACG will negotiate with Lender and VACG and Lender will execute Definitive Agreements, which shall include terms and conditions consistent with those set forth in this letter and other terms and conditions customary for transactions of such type and otherwise acceptable to VACG and Lender. The rights of 小猪视频app as a member of VACO, and in relation to the Membership Interest it will obtain as stated above, will be as set forth in VACO鈥檚 Amended and Restated Operating Agreement, which shall be in form and substance reasonably acceptable to 小猪视频app.

4.听听听听Information. You hereby represent, warrant and covenant that: (a) all written information (other than the Projections (as defined below), other forward-looking information and information of a general economic or industry specific nature) that has been or will be made available to us by you or your representatives, or on your or their behalf, in connection with the Facility (the 鈥�Information鈥�) is and will be complete and correct when taken as a whole, in all material respects, and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading, and (b) all financial projections concerning VACO and VACG that have been or are hereafter made available to us by you or any of your representatives, or on your or their behalf (the 鈥�Projections鈥�) in connection with the Facility have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished (it being understood that projections are inherently uncertain and no assurance can be given that the Projections will be realized). You agree that if, at any time prior to the Award Date, you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and Projections so that such representations are corrected in accordance with this paragraph at such time. You agree that, in issuing the commitment hereunder, 小猪视频app will be entitled to rely and use the Information and Projections without independent verification thereof. In addition, you agree to promptly advise 小猪视频app of any developments materially affecting VACO, VACG or the Facility prior to the Award Date.

5.听听听听Costs and Expenses. You hereby agree to pay or reimburse 小猪视频app for all reasonable and documented out-of-pocket expenses (including due diligence expenses, consultant鈥檚 fees and expenses and the reasonable fees, charges and disbursements of counsel) incurred by 小猪视频app on or after June 26, 2017 in connection with the preparation, review, negotiation, execution, and delivery of this letter and the Definitive Agreements, whether or not any such agreements are executed by the parties, and whether or not the Award Date occurs. VACG鈥檚 obligations hereunder are in addition to any obligations to reimburse Lender for any costs and expenses in connection with the Facility, which obligations shall be covered by the Definitive Agreements or any other agreement between VACG and Lender.

6.听听听听Indemnity. You hereby agree to indemnify and hold harmless 小猪视频app, its affiliates and their respective directors, officers, employees, advisors, agents and representatives (each an 鈥�Indemnified Person鈥�) from and against any and all losses, costs, expenses, damages and liabilities of any kind or nature whatsoever which may be incurred by any such Indemnified Person as a result of or arising out of any actions, suits, investigations, inquiries, or proceedings in connection with this letter, the Facility or the use of proceeds thereof, or any Definitive Agreement (any of the foregoing, for purposes of this paragraph, a 鈥�Proceeding鈥�); provided, however, that no Indemnified Person will be indemnified for any such loss, cost, expense, damages or liability: (a) to the extent determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith, or willful misconduct by such Indemnified Person, or (ii) any settlement entered into by any Indemnified Person without VACG鈥檚 consent (such consent not

7.听听听听Confidentiality. This letter is delivered to you upon your agreement that this letter (including the existence and contents thereof) shall not be disclosed by you or your affiliates to any other person, directly or indirectly, except (a) to your officers, directors, employees, affiliates, attorneys, agents and accountants and actual or prospective investors and lenders on a confidential and need-to-know basis solely in connection with such transactions (assuming such persons are informed by you of the confidential nature of this letter and agrees to maintain this letter in confidence), (b) as required by law or any governmental authority and in any judicial, legal or administrative proceeding (in which case yon agree, to the extent permitted by law, to inform us promptly), (c) to the extent required, to VHA or otherwise in connection with the RFP, the Proposal and/or the Award to VACO, if at all, and (d) in connection with the exercise of remedies or enforcement of rights hereunder. This letter and the terms of the Facility may be disclosed (w) in connection with any public filing requirements, (x) to prospective and actual investors and lenders in connection with the Facility, and (y) as may be required by the rules and regulations of the U.S. Securities and Exchange Commission (鈥�SEC鈥�) in connection with any filings made with the SEC in connection with the Facility. If such disclosure is made by you pursuant to the exceptions above, you agree to notify us as promptly as practicable of such disclosure to the extent such disclosure to us is permitted by applicable law.

8.听听听听No Fiduciary Relationship. You understand that nothing herein or in any related document creates a fiduciary, advisory or agency relationship or duty between us and VACG or VACO or any of their respective subsidiaries, stockholders, creditors, affiliates or any other person and we and you hereby disclaim any fiduciary responsibility in connection with this letter or the transactions described herein and the discussions leading thereto. It is hereby understood and agreed that no party to this letter intends that a fiduciary relationship be created by this letter or any related documents. Any discussions, views or opinions on the subject are exactly that and shall not be construed as advice or recommendations. If advice or recommendations are desired by any party hereto, such party shall contact a legal or financial of such party鈥檚 choosing. Each party hereto, on behalf of itself and its subsidiaries, hereby waives and releases, to the fullest extent permitted by law, any claims that such party or any of its subsidiaries may have against the other party hereto with respect to any breach or alleged breach of any fiduciary or similar duty in connection with the transactions described in this letter or in connection with any matters leading up to the execution of this letter or definitive agreements relating to the Facility.

9.听听听听WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING,

10.听听听听Governing Law. This letter shall be governed by, and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction will be required thereby. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and state courts located in Miami-Dade County, Florida (and appellate courts thereof) in connection with any dispute related to this letter or any matters contemplated hereby and agrees that any service of process, summons, notice or document by registered mail addressed to such party shall be effective service of process for any suit, action or proceeding relating to any such dispute. You and we irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding may be enforced in any jurisdiction by suit on the judgment or in any other manner provided by law.

11.听听听听Miscellaneous.