Exhibit 99.1

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of June 25, 2021, is made by and among Akumin Corp., a Delaware corporation (“Purchaser”), Alliance HealthCare Services Inc., a Delaware corporation (“Company”), Thaihot Investment Company US Limited, a Delaware corporation (“Holdings”) and Thaihot Investment Co., LTD (the “Seller”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.

WHEREAS Seller owns all of the issued and outstanding shares of common stock in the capital of Holdings, par value $0.01 per share (such common stock being referred to herein as the “Common Stock”, and such outstanding common shares being referred to herein as the “Shares”);

WHEREAS, the Shares and certain outstanding warrants to acquire Common Stock (the “Warrants”) will at Closing constitute all of the issued and outstanding equity interests of Holdings;

WHEREAS, subject to the terms and conditions of this Agreement, Purchaser desires to purchase from Seller, and the Seller desires to sell to Purchaser, all of the Shares;

WHEREAS, in connection with the Closing and subject to the terms and conditions of this Agreement, Seller shall cause certain affiliates to designate Holdings as their nominee to exercise their option to repurchase all of the Warrants (the “Warrant Repurchase”) pursuant to the terms of such Warrants for an aggregate payment of $25,000,000 on or prior to November 15, 2021 (the “Warrant Repurchase Amount”);

WHEREAS, following the Warrant Repurchase and the sale of the Shares to the Purchaser, the Purchaser will own 100% of all outstanding securities of Holdings; and

WHEREAS, the Purchaser has purchased the R&W Insurance Policy, a true and complete copy of which has been provided to Seller, Holdings and the Company.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE SHARES

1.01 Basic Transaction. On and subject to the terms and conditions of this Agreement, at the Closing, Purchaser agrees to purchase from the Seller, and the Seller agrees to sell to Purchaser, all of the Shares owned by Seller for the consideration specified below.

1.02 Purchase and Sale of Shares.

(a) Estimated Purchase Price. The “Estimated Purchase Price” shall mean an aggregate amount equal to (i) $820,000,000 (“Enterprise Value”) (ii) minus Estimated Agreed Capital Lease Amount, (iii) plus the amount of Estimated Company Cash (iv) plus the amount by which Estimated Net Working Capital exceeds Target Working Capital, or minus the amount by which Target Working Capital exceeds Estimated Net Working Capital, (v) minus the outstanding amount of Estimated Company Indebtedness, and (vi) minus Estimated Seller Expenses.

(b) Purchase and Sale of Shares. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and acquire from Seller, all of the Shares for and in consideration of the Closing Payment Amount.

1.03 The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Ropes & Gray LLP, located at Three Embarcadero Center, San Francisco, California 94111-4006 effective at 8:00 a.m. local time on the twelfth Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Article II hereof (other than those to be satisfied at the Closing, but subject to the satisfaction of those conditions), or on such other date as is mutually agreeable to Purchaser and Seller; provided, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article II, the parties shall not be required to effect the Closing until the earlier of (a) a date prior to or during the Marketing Period specified by the Purchaser on no less than five (5) Business Days’ prior written notice to the Seller and the Company, and (b) the fourth Business Day following the final day of the Marketing Period (the day on which the Closing takes place, the “Closing Date”). The date and time of the Closing are referred to herein as the “Closing Date.” The Closing may take place by conference call and electronic (i.e., email/pdf) delivery. Subject to the provisions of Article X, the failure of any party to consummate the Closing on the date and time determined pursuant to this Section 1.03 shall not result in the termination of this Agreement and shall not relieve such party of any obligation under this Agreement.

1.04 The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date:

(a) Seller shall deliver to Purchaser evidence satisfactory to Purchaser that either (i) Purchaser or its nominee(s) have been entered upon the books of Holdings as the sole holder of the Shares or (ii) Seller shall have appointed Purchaser as its attorney in fact to effectuate the transfer of Shares.

(b) Purchaser shall deliver to Seller an amount in cash equal to the Closing Payment Amount (less the Closing Share Consideration Amount) by wire transfer of immediately available funds to the account designated by Seller (which account(s) shall be designated to Purchaser in writing at least two Business Days before the Closing Date).

(c) Purchaser shall cause to be issued to as to Seller the number of Purchaser Parent Common Shares equal to the Closing Share Consideration.

(d) In accordance with payoff letters delivered to Purchaser by the Company, Purchaser shall pay, or cause to be paid, all amounts necessary to discharge fully the then outstanding balance (if any) of all of the Estimated Company Indebtedness, to the account(s) designated by the holders of such Estimated Company Indebtedness (which account(s) shall be designated to Purchaser in writing at least two Business Days before the Closing Date), following which the Company shall make arrangements reasonably satisfactory to Purchaser for such holders of Company Indebtedness to deliver all related Lien releases to Purchaser as soon as practicable after the Closing.

(e) Purchaser shall pay, or cause to be paid, on behalf of the Company and its Subsidiaries, the portion of the Estimated Seller Expenses payable at Closing, by wire transfer of immediately available funds, in accordance with instructions delivered by Seller in writing three Business Days prior to Closing.

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(f) Seller shall deliver to Purchaser an assignment agreement in the form attached hereto as Exhibit E, duly executed by Seller and its Affiliates, evidencing the designation by Seller and its Affiliates of Holdings as their nominee entitled to exercise the Warrant Repurchase and including a form letter of transmittal to be provided to the holders of the Warrants setting forth deemed releases by the holders of the Warrants in favor of each of the Company, Holdings and the Purchaser from any obligation or liability in respect of the Warrants from and after the consummation of the Warrant Repurchase.

(g) Purchaser and Seller shall make such other deliveries as are required by Article II hereof (other than the delivery of such items which have been duly waived).

1.05 Purchase Price Adjustments.

(a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a good faith estimate, as of the Measurement Time, of the Agreed Capital Lease Amount (the “Estimated Agreed Capital Lease Amount”), the Net Working Capital (the “Estimated Net Working Capital”), Company Indebtedness (the “Estimated Company Indebtedness”), Company Cash ( the “Estimated Company Cash”), the Seller Expenses (the “Estimated Seller Expenses”) and the resulting calculation of the Estimated Purchase Price as set forth in Section 1.02. The Estimated Purchase Price shall be prepared using the accounting principles set forth on the Statement of Accounting Principles attached as Exhibit C hereto. The Estimated Purchase Price and its components shall be delivered to the Purchaser at least three (3) Business Days prior to the Closing Date and the Purchaser will have the right to review and provide comments on calculation of the Estimated Purchase Price and the Company and Seller shall consider such comments in good faith.

(b) As promptly as possible, but in any event within 120 days after the Closing Date, Purchaser will deliver to Seller (i) a consolidated balance sheet of the Company and its Subsidiaries as of the Measurement Time (the “Closing Balance Sheet”) and (ii) a statement showing Purchaser’s calculation of the Agreed Capital Lease Amount, Net Working Capital, Company Cash, Company Indebtedness and the Seller Expenses (together with the Closing Balance Sheet, the “Preliminary Closing Statement”). The Closing Balance Sheet shall be prepared using the accounting principles set forth on the Statement of Accounting Principles attached as Exhibit C hereto. After delivery of the Preliminary Closing Statement, Purchaser shall give Seller and its accountants and representatives reasonable access within normal working hours to review Purchaser’s, the Company’s and its Subsidiaries’ books and records and work papers related to the preparation of the Preliminary Closing Statement. Seller and its accountants and representatives may make inquiries of Purchaser and its Subsidiaries and their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of its review thereof, and Purchaser shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants to cooperate with and promptly respond to such inquiries. If, after using commercially reasonable efforts to review such books and records and work papers and to make such inquiries, Seller has any good faith objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser a statement setting forth its good faith objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser within forty-five (45) days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non- appealable by the parties hereto. Seller and Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Seller and Purchaser shall submit such dispute to Deloitte LLP or such other mutually acceptable dispute resolution firm (the “Dispute Resolution Firm”). Any further submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider only those items and amounts which are identified in the Objections Statement as being items which Seller and Purchaser are unable to resolve, and the Dispute Resolution Firm shall not be authorized or permitted to resolve any such items by making an adjustment that is outside of the range defined by

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amounts proposed in the Preliminary Closing Statement or Objections Statement, as applicable. The Dispute Resolution Firm’s determination will be based solely on the definitions of Agreed Capital Lease Amount, Net Working Capital, Company Cash, Company Indebtedness and Seller Expenses, as applicable, contained in this Agreement and in the Statement of Accounting Principles attached hereto as Exhibit C. Seller and Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within 60 days after the submission of any dispute. Further, the Dispute Resolution Firm’s determination shall be based solely on the submissions by Purchaser and Seller which are in accordance with the terms and procedures set forth in this Agreement and the Statement of Accounting Principles attached hereto as Exhibit C (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be allocated based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Dispute Resolution Firm. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser contests only $500 of the amount claimed by Seller, and if the Dispute Resolution Firm ultimately resolves the dispute by awarding the Seller $300 of the $500 contested, then the costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e. 300/500) to Purchaser and 40% (i.e., 200/500) to the Seller.

For purposes hereof, “Final Purchase Price” shall mean an aggregate amount equal to the Estimated Purchase Price: (i) plus the amount by which Net Working Capital exceeds Estimated Net Working Capital, or minus the amount by which Estimated Net Working Capital exceeds Net Working Capital, (ii) plus the amount by which the Estimated Agreed Capital Lease Amount exceeds Agreed Capital Lease Amount, or minus the amount by which Agreed Capital Lease Amount exceeds Estimated Agreed Capital Lease Amount, (iii) plus the amount by which Estimated Company Indebtedness exceeds Company Indebtedness, or minus the amount by which Company Indebtedness exceeds Estimated Company Indebtedness, (iv) plus the amount by which Company Cash exceeds Estimated Company Cash exceeds or minus the amount by which Estimated Company Cash exceeds Company Cash and (v) plus the amount by which Estimated Seller Expenses exceeds Seller Expenses, or minus the amount by which Seller Expenses exceeds Estimated Seller Expenses, in each case, as finally determined pursuant to this Section 1.05(b), as applicable.

(c) Post-Closing Adjustment Payment.

(i) If the Final Purchase Price is greater than the Estimated Purchase Price (the “Positive Adjustment Amount”), Purchaser shall promptly (but in any event within five Business Days after the determination of the Final Purchase Price) pay to the Seller in cash, by wire transfer of immediately available funds to an account or accounts designated by the Seller, the Positive Adjustment Amount.

(ii) If the Final Purchase Price is less than the Estimated Purchase Price (the “Negative Adjustment Amount”), the Seller shall promptly (but in any event within five Business Days after the determination of the Final Purchase Price) pay the Purchaser in cash, by wire transfer of immediately available funds to an account or accounts designated by the Purchaser, the Negative Adjustment Amount.

1.06 Withholding Rights. Purchaser or its designee and the Company and its Subsidiaries shall be entitled to withhold and deduct from the consideration otherwise payable pursuant to this Agreement such amounts as such Person is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law; provided, that, other than withholding with respect to (i) compensatory payments to current or former employees of Holdings or its Subsidiaries or (ii) as a result of the failure of Holdings to deliver the certification described in Section

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11.01(d), if Purchaser or its designee determines that an amount is required to be deducted and withheld, at least three Business Days prior to the date the applicable payment is scheduled to be made, Purchaser shall provide such Seller with written notice of the intent to deduct and withhold and provide the recipient of such payment a reasonable opportunity for such recipient to provide forms or other evidence that would exempt such amounts from withholding. To the extent that amounts are so withheld and timely paid over to the appropriate Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding were made. Notwithstanding anything to the contrary herein, any compensatory amounts subject to payroll reporting and withholding that are payable pursuant to this Agreement shall be payable in accordance with the applicable payroll procedures of the Company.

ARTICLE II

CONDITIONS TO CLOSING

2.01 Conditions to Purchaser’s Obligations. The obligations of Purchaser to

consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Purchaser in writing) of the following conditions as of the Bringdown Date (expect for those conditions specified to be satisfied as of the Closing Date which shall be subject to satisfaction or waiver as of the Closing Date):

(a) the representations and warranties of Holdings, Company and Seller contained in this Agreement that are qualified by materiality (including, without limitation, by a Material Adverse Effect qualifier) will be true and correct in all respects, and the other representations and warranties of Holdings, Company and Seller contained in this Agreement will be true and correct in all material respects, at and as of the Bringdown Date, as if made on the Bringdown Date and the Bringdown Date were substituted for the date of this Agreement throughout such representations and warranties, except in each case (i) to the extent that the failure of such representations and warranties to be true and correct has not caused a Material Adverse Effect, (ii) for changes contemplated by this Agreement, and (iii) for those representations and warranties that address matters as of any other particular date (in which case, such representations and warranties shall have been true and correct as of such particular date, except to the extent that the failure of such representations and warranties to have been true and correct as of such particular date has not caused a Material Adverse Effect); provided, however, that the Seller Group Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies).

(b) Seller, Holdings and Company shall have performed in all material respects the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing;

(c) (i) any waiting period (and any extensions thereof) applicable to consummation of the transactions contemplated herein under the HSR Act, any foreign antitrust, competition or pre-merger notification Laws and any agreement with any Governmental Authority not to consummate the transaction shall have expired or been terminated, and (ii) all other foreign antitrust, competition, trade, pre-merger notification or other regulatory approvals as may be required to consummate the transactions contemplated herein shall have been made or obtained, as applicable;

(d) (i) no statute, rule, regulation, judgment, decree or order shall have been entered which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded, and (ii) no Governmental Authority of competent jurisdiction shall have instituted any proceeding (which remains pending at what would otherwise be the Bringdown Date) seeking to enjoin, restrain or otherwise prohibit consummation of the transactions contemplated by this Agreement;

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(e) since the date hereof and prior to the Bringdown Date, no change, event, occurrence, fact, state of facts, development or effect shall have occurred that, individually or in the aggregate with one or more other events, circumstances or changes, has had or would reasonably be expected to have, a Material Adverse Effect;

(f) evidence of approval by the Toronto Stock Exchange and the NASDAQ Capital Market for the listing of the Closing Share Consideration, to the extent applicable, subject to the satisfaction of customary conditions;

(g) (i) the Company shall have delivered to Purchaser a certificate of the Company in the form set forth in Exhibit A-1, dated as of the Closing Date, stating that the conditions specified in subsections (a) and (e) above have been satisfied as of the Bringdown Date and the conditions specified in subsection (b) above has been satisfied as of the Closing Date, and (ii) the Seller shall have delivered to the Purchaser a certificate in the form set forth in Exhibit A-2, dated as of the Closing Date, stating that the conditions specified in subsections (a) and (e) above have been satisfied as of the Bringdown Date and that the conditions specified in subsection (b) above has been satisfied as of the Closing Date;

(h) Holdings and Company shall have delivered to the Purchaser a good standing certificate for each of Holdings, Company and each of Company’s domestic Subsidiaries issued by the applicable Governmental Authority in the jurisdiction of its incorporation or formation dated within five Business Days of the Closing Date;

(i) Seller and the Company shall have each delivered to Purchaser a certificate of the Secretary (or other authorized person) of such party, dated as of the Closing Date, certifying: (i) the governing documents of such party in effect immediately prior to the Closing, and (ii) true and correct copies of the resolutions of the governing body of such party authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;

(j) Holdings and Company shall have delivered to the Purchaser each of the consents and approvals set forth on Schedule 2.01(j) attached hereto;

(k) Seller shall have executed and delivered signatures to the Tahoe-Akumin Letter Agreement to Purchaser;

(l) Seller shall have delivered to Purchaser an assignment agreement in the form attached hereto as Exhibit E, evidencing the designation by Seller and its Affiliates of Holdings as their nominee entitled to exercise the Warrant Repurchase and including a form letter of transmittal to be provided to the holder of the Warrants setting forth deemed releases by the holders of the Warrants in favor of each of the Company, Holdings and the Purchaser from any obligation or liability in respect of the Warrants from and after the consummation of the Warrant Repurchase;

(m) Seller shall have delivered to Purchaser documentation of the sale of the remainder of the interventional business carried out by the Company with no residual liability or obligations remaining with the Company or Holdings, other than de minimis amounts;

(n) Holdings and Company shall have delivered the payoff letters from the all of the holders of Company Indebtedness set forth on Schedule 2.01(n) attached hereto;

(o) Seller shall have executed and delivered signatures to a restrictive covenant agreement in the form set forth in Exhibit F (the “Restrictive Covenant Agreement”) to Purchaser; and

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(p) Seller shall have cleared any Personal Information Forms or similar requirements

of the Toronto Stock Exchange and the NASDAQ Capital Market in respect of itself.

If the Closing occurs, all closing conditions set forth in this Section 2.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Purchaser.

2.02 Conditions to Holdings, Company’s and Seller’ Obligations. The obligations of Holdings, Company and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions as of the Bringdown Date (expect for those conditions specified to be satisfied as of the Closing Date which shall be subject to satisfaction or waiver as of the Closing Date):

(a) the representations and warranties of Purchaser contained in this Agreement that are qualified by materiality (including, without limitation, by a Material Adverse Effect qualifier) will be true and correct in all respects, and the other representations and warranties of the Purchaser contained in this Agreement will be true and correct in all material respects, at and as of the Bringdown Date, as if made on the Bringdown Date and the Bringdown Date were substituted for the date of this Agreement throughout such representations and warranties, except (i) to the extent that the failure of such representations and warranties to be true and correct has not caused a Material Adverse Effect, (ii) for changes contemplated by this Agreement, and (iii) for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have been true and correct as of such particular date, except to the extent that the failure of such representations and warranties to have been true and correct as of such particular date has not caused a Material Adverse Effect); provided, however, that the Purchaser Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies);

(b) Purchaser shall have performed in all material respects the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing;

(c) (i) any waiting period (and any extensions thereof) applicable to consummation of the transactions contemplated herein under the HSR Act, any foreign antitrust, competition or pre-merger notification Laws and any agreement with any Governmental Authority not to consummate the transaction shall have expired or been terminated, and (ii) all other foreign antitrust, competition, trade, pre-merger notification or other regulatory approvals as may be required to consummate the transactions contemplated herein shall have been made or obtained, as applicable;

(d) (i) no statute, rule, regulation, judgment, decree or order shall have been entered which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded, and (ii) no Governmental Authority of competent jurisdiction shall have instituted any proceeding (which remains pending at what would otherwise be the Bringdown Date) seeking to enjoin, restrain or otherwise prohibit consummation of the transactions contemplated by this Agreement;

(e) evidence of approval by the Toronto Stock Exchange and the NASDAQ Capital Market for the listing of the Closing Share Consideration, to the extent applicable, subject to the satisfaction of customary conditions;

(f) Purchaser shall have delivered to Holdings, Company and Seller a certificate in the form set forth as Exhibit B, dated as of the Closing Date, stating that the conditions specified in subsection(a) above has been satisfied as of the Bringdown Date and that the conditions specified in subsection (b) above has been satisfied as of the Closing Date;

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(g) Purchaser shall have delivered signatures of Purchaser Parent to the Tahoe- Akumin Letter Agreement to Seller; and

(h) Purchaser shall have executed and delivered signatures to the Restrictive Covenant Agreement to Seller.

If the Closing occurs, all closing conditions set forth in this Section 2.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Holdings, Company and Seller.

ARTICLE III

REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY

The Company and the Seller jointly and severally represent and warrant to Purchaser that the statements in this Article III are correct and complete as of the date of this Agreement, except as set forth herein or in the schedules accompanying this Agreement (a “Schedule”, and, collectively, the “Disclosure Schedules”).

3.01 Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and the Company has all requisite corporate power and authority and all Permits necessary to own and operate its properties and to carry on its businesses as now conducted, except where the failure to hold such Permits would not be material to the Business. The Company is qualified to do business in every jurisdiction in which its ownership of property or the conduct of its businesses as now conducted requires it to qualify, except in each such case where the failure to be so qualified would not be material to the Business.

3.02 Subsidiaries and Joint Venture Entities. Set forth on Schedule 3.02 is a list of each Subsidiary and Joint Venture Entity of the Company, together with its country or state of incorporation or formation and a list of each country or state in which it is qualified to do business. Except as set forth on Schedule 3.02, no Operational Company owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other corporation, organization or entity. Each of the Subsidiaries and Joint Venture Entities is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, has all requisite corporate, or other legal entity, as the case may be, power and authority and all Permits necessary to own its properties and to carry on its businesses as now conducted and is qualified to do business in every jurisdiction in which its ownership of property or the conduct of its businesses as now conducted requires it to qualify, except in each such case where the failure to hold such Permits or to be so qualified would not be material to the Business.

3.03 Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. The Company has all requisite power and authority and full legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. Except (i) as set forth on Schedule 3.03 or (ii) where the failure of any of the following to be true would not be material to the Business, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not conflict with or result in any breach of, constitute a default under, give rise to any right of termination, cancellation or acceleration under, result in a violation of, result in the creation of any Lien upon any assets of the Company or any of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Authority

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under, the provisions of the Company’s or any of its Subsidiaries’ operating agreement, certificate or articles of incorporation or bylaws (or equivalent organizational documents) or any contract, indenture, mortgage, lease, loan agreement or similar other agreement or instrument to which the Company or any of its Subsidiaries is bound, or any Law, judgment or decree to which the Company or any of its Subsidiaries is subject. Assuming that this Agreement is a valid and binding obligation of the other parties hereto, this Agreement constitutes a valid and binding obligation of the Company and the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

3.04 No Defaults or Conflicts. Except as set forth on Schedule 3.04, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Company and performance by the Company of its obligations hereunder do not (a) contravene or conflict with, or result in any violation or breach of, the organizational documents of any Operational Company; (b) contravene or conflict with, require consent or notice under, or result in any violation or breach of any of the terms or provisions of, or constitute or give rise to (i) a breach, (ii) a default (with or without notice or lapse of time or both), (iii) the right of termination, consent, cancellation, acceleration or adverse modification of any party or (iv) the payment of any penalty, fee or other amount under any lease or Material Contract; or (c) assuming that all Governmental Consents in Section 3.14 have been obtained or made, result in any violation or breach of any existing applicable Law of any Governmental Authority having jurisdiction over any Operational Company or any of their properties; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c) with respect to matters that have not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.05 Capitalization. The entire authorized capital stock (or, where applicable, other equity interests) of each Operational Company is as set forth on Schedule 3.05. All of the outstanding equity interests of the Operational Companies are held of record by the Persons in the respective amounts set forth on Schedule 3.05. All of the outstanding shares of capital stock (or, where applicable, other equity interests) of the Company have been duly authorized, validly issued and are fully paid and non-assessable. Seller is the record owner of the Shares and owns such Shares free and clear of all Liens other than restrictions imposed by state and federal securities Laws. No share certificates are or have ever been issued in respect of the Shares. Except as set forth in Schedule 3.05, the Company does not have any other equity securities or securities containing any equity features authorized, issued or outstanding, and there are no agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing by the Company or any of its Subsidiaries, and upon completion of the Warrant Repurchase and the sale of the Shares to the Purchaser, the Purchaser will own 100% of all outstanding securities of Holdings, and all stock appreciation rights shall cease. Except as set forth in Schedule 3.05, there are no outstanding (a) shares of capital stock or other equity interests or voting securities of the Company or any of its Subsidiaries, (b) securities convertible or exchangeable into equity interests of the Company or any of its Subsidiaries, (c) any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contractual Obligations that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity interests of the Company or any of its Subsidiaries, (d) unit appreciation, phantom equity, profit participation or similar rights with respect to the Company, (e) contracts or other agreements to issue the foregoing, or (f) proxies, voting agreements or voting trusts or other voting arrangements with respect to any capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries.

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3.06 Financial Statements.

(a) Schedule 3.06(a) consists of the Company’s, its Subsidiaries’, and the Joint Venture Entities’ (i) audited consolidated balance sheet as of December 31, 2020 and 2019, and statement of income and cash flows for the years ended December 31, 2020, 2019 and 2018 and (ii) unaudited consolidated balance sheet as of March 31, 2021 (the “Latest Balance Sheet”), and statements of operations and cash flows for the three-month period then ended (together with the Latest Balance Sheet, the “Financial Statements”). Except as set forth on Schedule 3.06(a), the Financial Statements have been prepared in all material respects in accordance with GAAP and consistently applied throughout the periods indicated (except as may be indicated in the notes thereto), and present fairly in all material respects the financial condition and results of operations of the Company, its Subsidiaries and the Joint Venture Entities (taken as a whole) as of the times and for the periods referred to therein, subject in the case of the unaudited financial statements to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments as disclosed in Schedule 3.06(a).

(b) Except as disclosed in Schedule 3.06(a), the Operational Companies have no liabilities, except (i) liabilities set forth on the Latest Balance Sheet, (ii) liabilities that were incurred after the date of the Latest Balance Sheet in the ordinary course of business, (iii) liabilities not required by GAAP to be reflected on the face of a consolidated balance sheet of the Company and its Subsidiaries, (iv) liabilities arising under the executory portion of any Contractual Obligation and (v) liabilities specifically disclosed in the Disclosure Schedules attached to this Agreement.

(c) The Company and its Subsidiaries have no liabilities in respect of Indebtedness or in respect of a guarantee of any Indebtedness, except as set forth on Schedule 3.06(c).

3.07 No Material Adverse Effect. Since the date of the Latest Balance Sheet, there has not been any Material Adverse Effect.

3.08 Absence of Certain Developments. Except as set forth on the attached Schedule 3.08 and except as contemplated by this Agreement, otherwise in the ordinary course of business, or in connection with any COVID-19 Actions, since the date of the Latest Balance Sheet, no Operational Company has:

(a) borrowed any amount or incurred or become subject to any material liabilities (other than liabilities (excluding debt for borrowed money) incurred in the ordinary course of business, liabilities (excluding debt for borrowed money) under Contractual Obligations entered into in the ordinary course of business or disclosed on the Disclosure Schedules and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements);

(b) mortgaged, pledged or subjected to any lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens;

(c) sold, assigned or transferred any portion of its tangible assets, except immaterial tangible assets in the ordinary course of business;

(d) sold, assigned or transferred any Intellectual Property owned by the Company or its Subsidiaries, except immaterial Intellectual Property in the ordinary course of business;

(e) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities;

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(f) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company), except in the ordinary course of business;

(g) made any acquisitions of or other investments in any other Person (other than a Subsidiary of the Company);

(h) declared, set aside, or paid any dividend or made any non-cash distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock, except for dividends or distributions made by the Company’s Subsidiaries to their respective parents in the ordinary course of business;

(i) made any material capital expenditures or commitments therefor, except (i) in the ordinary course of business and (ii) for such capital expenditures or commitments therefor that are reflected in the Company’s budget for the fiscal year ending December 31, 2021;

(j) made any material loan to, or entered into any other material transaction with, any of its directors, officers, and employees outside the ordinary course of business;

(k) suffered any extraordinary loss, whether or not covered by insurance, any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services;

(l) made any change in the rate or form of compensation or remuneration or benefits payable or to become payable to any of its shareholders, directors, officers, employees, consultants or other service providers, or to any of its Plans, which is outside the ordinary course of business, in connection with the Company’s response to the effect of COVID-19 on its operations, or was required by Law or by Contractual Obligations or the terms of any Plan;

(m) modified its governing documents or capital structure; or

(n) removed any auditor or accountant, or had any auditor or accountant resign.

3.09 Title to Properties.

(a) Except as set forth on Schedule 3.09(a), the Company and each of its Subsidiaries owns good title to, or holds pursuant to valid and enforceable leases, all of the tangible personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens. All such personal property is (i) free from material defects and in good condition and repair in all material respects (ordinary wear and tear excepted) and (ii) useable in the ordinary course of business and suitable for the purposes for which they are presently used.

(b) Except as set forth on Schedule 3.09(b), none of the Company or any of its Subsidiaries owns any real property. With respect to the owned real property set forth on Schedule 3.09(b), the Company or its applicable Subsidiary referenced on Schedule 3.09(b) is the sole titleholder of record and owns good and marketable indefeasible fee simple absolute title and all equitable interest therein to such real property, together with all privileges, rights, easements, hereditaments, and appurtenances thereunto belonging, free and clear of all Liens, other than Permitted Liens and, except as set forth on Schedule 3.09(b), the Company and its Subsidiaries have not leased, licensed or otherwise granted to any Person the right to use or occupy such real property or any portion thereof. The real property demised by the leases described on Schedule 3.09(b) (the “Leased Real Property”) constitutes all of the real property leased by the Company and its Subsidiaries. Except as set forth on Schedule 3.09(b), the Leased Real Property leases are in full force and effect, and either the Company or one of its Subsidiaries holds a valid

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and existing leasehold interest under each such lease, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights Laws. The Company has delivered or made available to Purchaser complete and accurate copies of each of the leases described on Schedule 3.09(b), and none of such leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Purchaser. To the Company’s knowledge, no Operational Company is in default in any material respect under any of such leases. None of Operational Companies has received written notice of any currently pending or contemplated condemnation, expropriation or other proceeding in eminent domain that could have an adverse effect on the Leased Real Property, and to the Company’s knowledge, no such proceeding has been threatened against the Leased Real Property. None of Operational Companies has received any written notice that the current use and occupancy of the Leased Real Property violates any Law in any material respect, and to the Company’s knowledge, no such violations exist.

3.10 Tax Matters. Except as set forth on Schedule 3.10:

(a) The Purchased Companies have timely filed all U.S. federal income and other material Tax Returns which are required to be filed by them (taking into account any extensions of time to file). The information contained in such Tax Returns is correct and complete in all material respects and such Tax Returns reflect accurately all liability for Taxes of the Purchased Companies for the periods covered thereby. All U.S. federal income and other material Taxes owing by the Purchased Companies (whether or not shown on any Tax Return) have been paid within the time required by applicable Law. The Purchased Companies have provided full and adequate provision in accordance with GAAP in the Financial Statements for all material amounts of Taxes for periods to which they relate which are not yet due and payable. Since the date of the Financial Statements, no material liability in respect of material amounts of Taxes not reflected in such financial statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business.

(b) The Purchased Companies have withheld and collected all material 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 Authority within the time prescribed under any applicable Law.

(c) There are no pending audits, disputes or written claims received by any Purchased Company relating to Taxes with respect to such Purchased Company, which claim has not been fully settled or withdrawn.

(d) No Purchased Company has waived any statute of limitations beyond the date hereof in respect of any amount of Taxes or agreed to any extension of time beyond the date hereof with respect to any amount of Tax assessment or deficiency (other than in connection with extensions of time to file Tax Returns obtained in the ordinary course of business).

(e) Since the date of the Financial Statements, no Purchased Company has made, changed or revoked any Tax election inconsistent with past practices or adopted or changed any material method of Tax accounting, settled or compromised any liability with respect to Taxes, filed any amended Tax Return or changed any accounting period.

(f) No Purchased Company has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(g) No Purchased Company has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4.

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(h) There are no Liens for Taxes (other than Permitted Liens) upon any of the assets of any Purchased Company.

(i) No written claim has ever been made by an authority in a jurisdiction where a Purchased Company does not file Tax Returns that such Purchased Company is or may be subject to taxation by that jurisdiction, which claim has not been fully settled or withdrawn.

(j) No Purchased Company is a party to or bound by, or has any obligation under any Tax allocation, sharing, indemnity or similar agreement or arrangement with respect to Taxes, other than any such agreement or arrangement (i) with respect to which the sole parties are two or more Purchased Companies or (ii) that is a commercial agreement entered into in the ordinary course of business (including, for the avoidance of doubt, any lease agreement or credit agreement), the principal purpose of which is not Taxes.

(k) No Purchased Company has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Holdings or one of its Subsidiaries).

(l) No Purchased Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Section 7121 (or any corresponding or similar provision of state, local, or non U.S. Tax Law) executed on or prior to the Closing,

(iii) installment sale or open transaction disposition made on or prior to the Closing Date, (iv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date outside of the ordinary course of business, (v) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date, (vi) ownership of “United States property” (as defined in Section 956(c) of the Code) acquired prior to the Closing by a Subsidiary of Holdings that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) or (viii) a Subsidiary of Holdings that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) having “subpart F income” (within the meaning of Section 952(a) of the Code or any similar provision of state, local or non-U.S. Tax Law) or “global intangible low-taxed income” (within the meaning of Section 951A of the Code or any similar provision of state, local or non-U.S. Tax Law) prior to the Closing outside of the ordinary course of business.

(m) No Purchased Company has claimed any Tax credit pursuant to Section 2301 of the CARES Act.

(n) No Purchased Company is a party to a gain recognition agreement under Section 367 of the Code. No Purchased Company has made an election pursuant to Section 965(h) of the Code with respect to any of its non-United States Subsidiaries.

(o) No Purchased Company is a “passive foreign investment company” as defined under Sections 1291 and 1298 of the Code.

(p) Schedule 3.10(p) lists the U.S. federal tax classification of each Purchased Company.

(q) Each Purchased Company is and has at all times been resident for Tax purposes in its place of incorporation or formation and is not and has not at any time been treated as resident in any other jurisdiction for any Tax purpose (including any double taxation agreement).

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(r) No Purchased Company has any liability for any escheat or unclaimed property obligations.

This Section 3.10 and Section 3.14 contain the sole and exclusive representations and warranties of the Purchased Companies with respect to all matters relating to Taxes and Tax Returns, and nothing in this Agreement will be construed as providing a representation or warranty with respect to the existence, amount, sufficiency, expiration date or limitations on (or availability of) any net operating loss or other Tax attribute of any Purchased Company with respect to any taxable period or portion thereof beginning after the Closing Date.

3.11 Contractual Obligations and Commitments.

(a) Except as set forth on Schedule 3.11, no Operational Company is party to any (each, a “Material Contract”):

(i) collective bargaining agreement with any labor union, works council or staff association holding representational rights with respect to employees of any of the Operational Companies;

(ii) contract for the employment of any officer, individual employee or other natural person on a full-time or consulting basis providing for fixed compensation in excess of $300,000 per annum;

(iii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien other than a Permitted Lien on any material portion of the Operational Companies’ assets;

(iv) guaranty of any obligation for borrowed money or other material guaranty, excluding guarantees between consolidated Subsidiaries;

(v) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $500,000;

(vi) Contractual Obligation with any Material Payor or Material Supplier;

(vii) Contractual Obligation under which any Operational Company has advanced or loaned an amount to any of their Affiliates or employees, other than in the ordinary course of business, in each case in an amount in excess of $250,000;

(viii) equity purchase, option, restricted stock, restricted stock unit or phantom equity agreement or equity-based plans;

(ix) Contractual Obligation materially prohibiting any Operational Company from competing with any Person or that materially restrict any Operational Company from engaging in any line of business or operate in any geographic location;

(x) Contractual Obligation under which an Operational Company is, or may become, obligated to pay in excess of $1,500,000 in respect of indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets or securities, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of the type specified in clauses (i) and (ii) above;

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(xi) license or other agreement under which an Operational Company grants any Intellectual Property to any Person (excluding non-exclusive licenses granted in the ordinary course of business and grants to any other Operational Company);

(xii) agreements relating to any completed material business acquisition or divestiture by the Company or any of its Subsidiaries since the Look Back Date;

(xiii) settlement, conciliation or similar agreement with any Governmental Authority or any other Person;

(xiv) license agreement of any third party Intellectual Property that is material to the Business (excluding license agreements requiring an annual payment of less than $250,000 and agreements for commercial or “off-the-shelf” software or services); or

(xv) other Contractual Obligations (other than purchase orders and statements of work entered into in the ordinary course of business), including any Contractual Obligations with the same Payor, supplier, Facility or Customer, whose term exceeds one year, the performance of which involves annual payments by or to the Operational Companies of consideration in excess of $1,000,000 and which cannot be canceled by notice of 120 days or fewer.

(b) Purchaser either has been supplied with, or has been given access to, a true and correct copy of all written Contractual Obligations which are referred to on Schedule 3.11, together with all material amendments, waivers or other changes thereto.

(c) To the Company’s knowledge, no Operational Company is in default under any Contractual Obligation listed on the Schedule 3.11, except where such default would not be material to the Business. All Contractual Obligations set forth on Schedule 3.11 are valid and in full force and effect and constitute legal, valid and binding obligations of the Company or such Subsidiary, and are enforceable against the Company or such Subsidiary in accordance with their respective terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Operational Company has received written notice of any breach, violation or default, or any notice of any intent to terminate, not to renew or to challenge the validity or enforceability of, any contract listed on Schedule 3.11 other than terminations received in the ordinary course of business.

3.12 Intellectual Property.

(a) Schedule 3.12(a) sets forth a list of all patents, domain names, registered trademarks, registered service marks, registered copyrights, and applications for any of the foregoing, and material unregistered trademarks or service marks owned by the Company or any of its Subsidiaries. Each item required to be disclosed on Schedule 3.12(a) is (i) subsisting, and to the Company’s knowledge, valid and enforceable and (ii) not subject to any outstanding, pending or threatened order, judgment, claim, suit, action, or other proceeding (including any opposition, cancellation, interference, inter partes review, or re- examination) that challenges its legality, validity, enforceability, scope or ownership. The Operational Companies own or have adequate rights to use all Intellectual Property used in or necessary for the Business free and clear of all Liens other than Permitted Liens. Immediately following the Closing, the Company or one of its Subsidiaries will continue to so own or have adequate rights to use such Intellectual Property to the same extent as immediately prior to the Closing.

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(b) Except as set forth on Schedule 3.12(b): (A) the Company or its Subsidiaries, as the case may be, own all right, title and interest in and to the Intellectual Property set forth on Schedule 3.12(a); (B) since the Look Back Date, no Operational Company has received any written notices from any third party with respect to infringement, misappropriation, or other violation of any third party Intellectual Property by the Company or any of its Subsidiaries; (C) no Operational Company is currently infringing, misappropriating, or otherwise violating the Intellectual Property of any third party; and (D) no third party is currently infringing, misappropriating, or otherwise violating any Intellectual Property owned by the Company or any of its Subsidiaries, in each case except as would not reasonably be expected to cause a Material Adverse Effect.

(c) Each of the Operational Companies has taken steps reasonable under the circumstances to protect the confidentiality of their trade secrets, confidential information and confidential or other non-patented know-how (“Proprietary Information”). No disclosure of any Proprietary Information has been made in a manner that has caused the Company to lose its protection under applicable Law, except as would not reasonably be expected to cause a Material Adverse Effect.

(d) Except as set forth on Schedule 3.12(d), all employees and contractors that develop material Intellectual Property for the Operational Companies have entered into agreements pursuant to which such employees and contractors agree to protect the confidential information of the Operational Companies and assign to the Operational Companies all Intellectual Property created by such employee or contractor in the course of his, her, or its employment or other relationship with the Operational Companies.

3.13 Litigation. Except as set forth on Schedule 3.13, there are no material Actions pending or, to the Company’s knowledge, threatened in writing against any of the Operational Companies. Except as set forth on Schedule 3.13, all such pending or threatened Actions have been timely reported to the applicable insurers, and to the Company’s knowledge, each such Action is covered under the Operational Companies’ insurance policies. Schedule 3.13 sets forth a list and description of any material settlements of any Actions occurring since the Look Back Date, including any settlement resulting in any restriction on the business or operations of the Operational Companies. Except as set forth on Schedule 3.13, since the Look Back Date, no Operational Company has initiated (or threatened in writing to initiate) any Action against any Person and no such Actions are pending.

3.14 Governmental Consents, etc. Except as set forth on the attached Schedule 3.14 and ordinary course notifications that may be required to be made to upon a change of control, no material Permits, or declaration to or filing with, any Governmental Authority (collectively, “Governmental Consents”) is required in connection with any of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of any other transaction contemplated hereby.

3.15 Employee Benefit Plans.

(a) Schedule 3.15(a) lists each material Plan. A “Plan” is any “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not tax-qualified and whether or not subject to ERISA and whether or not maintained in writing) and any other “pension plans” (as defined under Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), “welfare plans” (as defined under Section 3(1) of ERISA), retirement, savings, disability, medical, dental, health, life, death benefit, group insurance, profit sharing, deferred compensation, stock option or other stock-based compensation, bonus, incentive, vacation pay, tuition reimbursement, severance pay, or other material employee benefit plan, trust, agreement, contract, or policy, whether any of the foregoing is funded, insured or self-funded, written or oral, maintained or contributed to by an Operational Company or an ERISA Affiliate of an Operational Company for the benefit of its employees and former employees or with respect to which such Operational Company or any ERISA Affiliate of such Operational Company is reasonably be expected to have any liability (whether or not such Plan is still maintained).

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(b) With respect to each material Plan, each Operational Company has made available to Purchaser true and correct copies, as applicable, of (i) the current plan documents, amendments thereto and related current trust agreements (or insurance policies or other funding arrangements), (ii) all summary plan descriptions, including any summary material modifications and material participant communications, (iii) all material filings other than Forms 5500 with all Governmental Authorities with respect to each Plan for the past three years, (iv) the most recent Form 5500, together with applicable schedules, (v) the Forms 1094-C and 1095-C filed with respect to any health plan, (vi) the most recent favorable determination or opinion letter from the Internal Revenue Service, (vii) the nondiscrimination testing for the three most recently completed plan years, and (viii) all non-ordinary course communications with any Governmental Authority, including the Employee Plans Compliance Resolution System, Voluntary Fiduciary Correction Program or Delinquent Filer Voluntary Correction Program within the preceding three years.

(c) Each of the Plans that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), has received a favorable determination letter from the Internal Revenue Service or is a prototype plan that is entitled to rely on an opinion letter issued by the Internal Revenue Service to the prototype plan sponsor regarding qualification of the form of the prototype plan, and, to the Company’s knowledge, no event has occurred or condition exists that could reasonably be expected to adversely affect such qualified status. Each Plan complies in form and in operation and has been administered, maintained, and funded in all material respects in accordance with its terms and with applicable Laws. Each Plan sponsored by an Operational Company or an ERISA Affiliate that is subject to COBRA materially complies with the requirements of COBRA. The Company has provided, or has caused to be provided, timely and complete Internal Revenue Service Forms 1094-C and 1095-C to employees and the Internal Revenue Service.

(d) With respect to the Plans, all required benefits, contributions, and premiums that have become due as required by a Plan or applicable Law have been timely made or properly accrued, except where the failure to make such payments would not be material to the business of any Operational Company.

(e) There have been no nonexempt “prohibited transactions” imposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) with respect to any Plan within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA that have resulted in any material Tax or penalty under ERISA or the Code being imposed on any Operational Company in the past three years. Nothing has occurred with respect to any Plan that has subjected or would reasonably be expected to subject any participant in, or beneficiary of, a Plan to a tax under Code Section 4973.

(f) No Operational Company, now or in the last six years, maintains, sponsors, contributes to or has any liability with respect to, (i) any employee benefit plan that is subject to Title IV of ERISA, (ii) any “multiemployer plan” (as such term is defined under Section 3(37) of ERISA), (iii) a multiple employer plan (as described in Section 413(c) of the Code), or (iv) any “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. No Operational Company has ever maintained or sponsored a defined benefit plan and no liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate (or may be incurred by reason of any transaction described in Section 4069 of ERISA) that remains unsatisfied on the date hereof. No Subject Company nor any ERISA Affiliate of a Subject Company has any material liability (whether or not assessed) under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code and no event has occurred or condition exists that would

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reasonably be expected to subject the Company or any of the Company Subsidiaries to any such material liability. Except as listed on Schedule 3.15(e) or as required by the terms of any employment agreement, no Operational Company has any obligation to provide post-employment health, life or other welfare benefits other than as required under Section 4980B of the Code or any similar applicable state Law.

(g) As applicable, each Plan materially complies with the requirements of Section 409A(a)(2)(4) of the Code and all Internal Revenue Service regulations and other guidance promulgated thereunder. Each non-qualified deferred compensation plan has been administered in all material respects in compliance with Section 409A of the Code or the regulations or guidance thereunder, to the extent applicable.

(h) Except as set forth on Schedule 3.15(f), (i) no Operational Company is a party to any agreement, plan, contract or arrangement that would reasonably be expected to result, upon consummation of the transactions contemplated hereby (alone or together with any other event which standing alone, would not by itself trigger such payment), in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code, and (ii) consummation of the transactions contemplated by this Agreement will not (a) constitute a stated triggering event under any Plan that by itself will result in payment to any current or former employee of any Operational Company of severance pay or any similar termination payment, or (b) accelerate the time of payment or vesting, or increase the amount of any compensation due to, or in respect of, any current or former employee of any Operational Company. No Plan provides for any gross-up, reimbursement or additional payment by reason of any Tax imposed under Section 409A or Section 4999 of the Code.

(i) There are no pending or, to the Company’s knowledge, threatened claims, lawsuits, audits or other actions against any Plan by any employee or beneficiary covered under any Plan or otherwise involving any Plan (other than routine claims for benefits). No Plan is under, and no Operational Company has received no notice of, any audit or investigation by the Internal Revenue Service, Department of Labor or any other Governmental Authority, and no such completed audit, if any, has resulted in the imposition of any Tax or penalty.

3.16 Insurance. Schedule 3.15(i) sets forth all material policies or binders of insurance covering the operations of the Operational Companies. The Company has made available to Purchaser true and accurate copies of all such policies or binders. Except as set forth on Schedule 3.15(i), to the Company’s knowledge, (a) all such policies are in full force and effect, (b) the Operational Companies have not received written notice of a material default with respect to its obligations under, or notice of cancellation or nonrenewal of, any of such policies, (c) all premiums due thereon have been paid and (d) no claim is pending regarding the Operational Companies under any such insurance policies as to which coverage has been questioned, denied or disputed by the underwriters of such insurance policies.

3.17 Compliance with Laws.

(a) To the Company’s knowledge, the Company and each of its Subsidiaries and each Joint Venture Entity is in compliance with all applicable Laws and regulations of foreign, federal, state and local governments and all agencies thereof that are necessary for the operation of the Business except to the extent where the failure to comply would not reasonably be expected to have a Material Adverse Effect.

(b) With respect to the products and services of the Company or any Joint Venture Entity sold or marketed in all applicable jurisdictions, except as set forth on Schedule 3.17(b), the Company has not received any written notice from any Governmental Authority specifically identifying any actual or alleged violation of, or failure to comply with, any applicable regulations or Laws governing the sale and marketing of the Company’s or any Joint Venture Entity’s products and services.

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(c) Each Operational Company and each Joint Venture Entity has been duly granted all material Permits under all Laws necessary for the conduct of the Business by it and the ownership, use and operation of its assets. Schedule 3.17(c) describes each material Permit affecting, or relating to, the assets or the Business together with the Governmental Authority or other Person responsible for issuing such Permit. Except as disclosed on Schedule 3.17(c), (i) the Permits listed or required to be listed thereon are valid and in full force and effect and (ii) no Operational Company or Joint Venture Entity is, in any material respect, in breach or violation of, or default under, any such Permit except where such breach would not reasonably be expected to have a Material Adverse Effect. There are no Actions pending or, to the Company’s knowledge, threatened in writing, that seek the revocation, cancellation or adverse modification of any Permit. Since the Look Back Date, no Operational Company nor any Joint Venture Entity has received or been subject to any written notice, claim or assertion alleging any violations of Permits nor, to the Company’s knowledge, has any such notice, claim or assertion been threatened.

3.18 Health Care Compliance.

(a) Each Operational Company, and each Joint Venture Entity, is operating and, at all times since the Health Care Look Back Date, have operated, in compliance in all material respects with all applicable Health Care Laws. To the Company’s knowledge, none of the Operational Companies, nor any of the Joint Venture Entities, nor any of their respective officers, managers, employees or Providers (as defined below) who have been employed or engaged to provide professional or administrative services on behalf of any Joint Venture Entity, Operational Company, or, to the Company’s knowledge, their respective Customers are in violation of or being investigated for material violation of any Health Care Laws by which such Person is bound or to which any business activity or professional services performed by such Person for any Operational Company (including services provided to other Persons but arranged by an Operational Company or Joint Venture Entity) is subject. There are no material restrictions imposed by any Governmental Authority upon the business, activities or services of any Operational Company or Joint Venture Entity, other than those generally applicable to companies that provide similar services to those provided by the Operational Companies and Joint Venture Entities. Each health care professional who requires a license to perform healthcare services and who is employed or otherwise retained by any Operational Company or Joint Venture Entity (each, a “Provider”) has in good standing all Permits required for such Person to perform such Person’s duties for such Operational Company (including services provided to other Persons but arranged by an Operational Company) or Joint Venture Entity and for the Company and its Subsidiaries or their Customers, as applicable, to obtain payment or reimbursement from patients, Third Party Payors and related fiscal intermediaries with respect to the services provided by such Provider on behalf of any Joint Venture Entity, Operational Company or any of their respective Customers and are duly enrolled and credentialed with each Third Party Payor that requires such enrollment or credentialing for claims submitted by any Joint Venture Entity, Operational Company or their respective Customers.

(b) Schedule 3.18 lists all National Provider Identifiers and provider numbers for each Operational Company and Joint Venture Entity that participates in any Federal Health Care Program. Each Operational Company and Joint Venture Entity that participates in any Federal Health Care Program is qualified to participate in such Federal Health Care Program and is duly enrolled and certified in such Federal Health Care Program as a provider or supplier of health care items at every location at which such Person is providing or supplying health care items that are billed in the name and under the National Provider Identifier and provider number of such Person. Each Operational Company and Joint Venture Entity is operating, and at all times since the Health Care Look Back Date, has operated in compliance in all material respects with all Federal Health Care Program rules and regulations and all provisions of each Federal Health Care Program Contract to which it is party or by which it is bound. No Operational Company nor any Joint Venture Entity is party to an individual or corporate integrity agreement with the Office of Inspector General of the United States Department of Health and Human Services (the “OIG”) or otherwise has any continuing reporting obligations pursuant to any deferred prosecution, settlement or other agreement with any Governmental Authority. No Operational Company nor any Joint Venture Entity has made any self-disclosure to any Governmental Authority for any violation of Health Care Laws, including any voluntary disclosure to OIG pursuant to the OIG’s self-disclosure protocol. There is no litigation or proceeding (at law or in equity) pending or, to the Company’s knowledge threatened, and there is no inquiry or investigation pending or to the Company’s knowledge threatened, in each case, with respect to the termination or suspension of the participation by any Operational Company or Joint Venture Entity in any Federal Health Care Program because of alleged violations of, or noncompliance with, applicable Federal Health Care Program regulations or other participation requirements.

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(c) Since the Health Care Look Back Date, no Operational Company or Joint Venture Entity is or ever has been (i) debarred, excluded or suspended from participating in any Federal Health Care Program, (ii) subject to a civil monetary penalty assessed under Section 1128A of the Social Security Act, or (iii) listed on the General Services Administration published list of parties excluded from federal procurement programs and non-procurement programs.

(d) Since the Health Care Look Back Date, none of the current directors, managers, officers or employees or, to the Company’s knowledge, independent contractors of the Operational Companies or Joint Venture Entities is or, to the Company’s knowledge has been (i) debarred, excluded or suspended from participating in any Federal Health Care Program, (ii) subject to a civil monetary penalty assessed under Section 1128A of the Social Security Act, sanctioned, indicted or convicted of a crime, or pled nolo contendere or to sufficient facts, in connection with any allegation of violation of any Federal Health Care Program requirement or Health Care Law, (iii) listed on the General Services Administrative published list of parties excluded from federal procurement programs and non-procurement programs, or (iv) designated a Specially Designated National or Blocked Person by the Office of Foreign Asset Control of the U.S. Department of Treasury.

(e) Since the Health Care Look Back Date, the Operational Companies and Joint Venture Entities have (i) timely filed all material reports and billings required to be filed with respect to each patient or Third Party Payor, all of which were prepared in compliance in all material respects with all applicable Laws governing reimbursement and claims and the payment policies of the applicable patient or Third Party Payor, (ii) paid all known and undisputed refunds, overpayments, discounts and adjustments due with respect to any such report or billing, and there is no pending or, to the Company’s knowledge, threatened appeal, adjustment, challenge, audit (including written notice of an intent to audit), inquiry or litigation by any patient or Third Party Payor with respect to the Operational Companies’ and Joint Venture Entities’ billing practices and reimbursement claims, and (iii) not been audited or otherwise examined by any patient or Third Party Payor other than in the ordinary course of business. Since the Health Care Look Back Date, all billings submitted by or on behalf of the Operational Companies, Joint Venture Entities or by the Operational Companies on behalf of their Customers were for goods actually sold and services actually performed to eligible patients in accordance with the applicable payment rates of the applicable Third Party Payor and the Operational Companies and Joint Venture Entities have sufficient documentation that is required to support such billings. Since the Health Care Look Back Date, the Operational Companies and Joint Venture Entities have collected copayments, deductibles and other patient financial responsibilities in compliance in all material respects with applicable Health Care Laws. Since the Health Care Look Back Date, the Company and its Subsidiaries and Joint Venture Entities have not been the subject of any focused reviews, Recovery Audit Contractor audits, Medicaid Integrity Program audits, Zone Program Integrity Contractor audits, or other audits with respect to any Federal Health Care Program since the Health Care Look Back Date. There is no pending, or to the knowledge of the Companies, threatened, audit or investigation by any Third Party Payor with respect to an Operational Companies’ or Joint Venture Entities’ billing practices, other than routine review and discussion regarding reimbursement claims. Since the Health Care Look Back Date, to the extent that any Operational Companies and Joint Venture Entities have identified any overpayments from any Federal Health Care Program, such Person has notified the applicable Governmental Authority and returned such overpayments when required and in compliance with applicable Health Care Laws.

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(f) The Operational Companies and Joint Venture Entities have, and, at all times since the Health Care Look Back Date, have implemented a compliance program materially consistent with the compliance program guidance of the Office of the Inspector General of the United Stated Department of Health and Human Services that is reasonably designed to ensure that they are in compliance with applicable Health Care Laws. The Operational Companies have provided to the Purchaser complete and accurate copies of all such compliance program materials.

3.19 Privacy and Security.

(a) Each of the Operational Companies and Joint Venture Entities is and has been at all times in compliance with HIPAA and applicable Privacy Laws and its own policies in all material respects.

(b) Each of the Operational Companies and Joint Venture Entities has executed a current and valid “business associate agreement” (as described in 45 C.F.R. §§ 164.502(e) and 164.504(e)) with each: (x) agent or contractor of such Operational Company or Joint Venture Entities that is a “Business Associate” (as defined by 45 C.F.R. § 160.103) of such Operational Company or Joint Venture Entity; and (y) Covered Entity (as defined at 45 C.F.R. § 160.103) for which such Operational Company performs functions or activities that renders such Operational Company a Business Associate. No Operational Company nor any Joint Venture Entity nor any of their respective Business Associates has materially breached any such business associate agreement.

(c) Except as set forth on Schedule 3.19(c), no Operational Company or Joint Venture Entity has received any written or oral communication from any Governmental Authority with respect to the HIPAA or Privacy Law compliance of the such Operational Company, Joint Venture Entity or any Business Associate or agent or subcontractor of such Operational Company or Joint Venture Entity. There is no ongoing or imminently threatened litigation, or investigation or enforcement proceeding by any Governmental Authority with respect to the HIPAA or Privacy Law compliance of any Operational Company, Joint Venture Entity or any Business Associate, agent or subcontractor of any Operational Company or Joint Venture Entity.

(d) Except as set forth on Schedule 3.19(d), no Operational Company or Joint Venture Entity has experienced any: (i) breach of privacy, security or confidentiality with respect to Personal Information that required notification to affected data subjects or regulators under applicable Privacy Laws; (ii) Breach of Unsecured Protected Health Information, as “Breach” and “Unsecured Protected Health Information” are defined by HIPAA; or (iii) any Successful Security Incident.

(e) Each Operational Company and Joint Venture Entity and any payment card processers that provide services on behalf of an Operational Company or Joint Venture Entity are and have been at all times in material compliance with PCI DSS, including all applicable PCI DSS requirements, and have complied with all applicable security assessment procedures. No Operational Company or Joint Venture Entity has retained or provided any payment card data to any payment application vendor that was not Payment Application Data Security Standard listed.

(f) Since the Health Care Look Back Date, no Operational Company, Joint Venture Entity nor any of their respective directors, officers, employees, Affiliates, nor to the Company’s knowledge, agents or equityholders acting for or on behalf of an Operational Company or Joint Venture Entity has performed any of the following activities in or from a non-United States location when such activity is restricted, limited or prohibited by Law or contract: (i) store or access Protected Health Information; (ii) process or submit claims to any Payor; (iii) process or assist with preauthorization requests or appeals; or (iv) perform other administrative tasks related to the delivery of, or payment for, a healthcare item or service.

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3.20 Environmental Compliance and Conditions. Except as set forth on Schedule 3.19(a):

(a) To the Company’s knowledge, the Company and its Subsidiaries and the Joint Venture Entities have obtained and possess all material permits, licenses and other authorizations required under Environmental Laws for their operations as currently conducted, except where the failure to possess such licenses, permits and authorizations would not reasonably be expected to be material to the Business.

(b) To the Company’s knowledge, the Company and its Subsidiaries and Joint Venture Entities are in compliance in all material respects with all terms and conditions of all material permits, licenses and authorizations required under Environmental Laws for their operations as currently conducted and all other Environmental Laws, except where the failure to comply would not reasonably be expected to be material to the Business.

(c) No Operational Company or Joint Venture Entity has received, since the Health Care Look Back Date, any written notice of material violations or liabilities arising under Environmental Laws, including any investigatory, remedial or corrective obligation, relating to the Company and its Subsidiaries or their facilities and arising under Environmental Laws, the subject of which is unresolved and which would reasonably be expected to be material to the Business.

3.21 Related Party Transactions. Except as set forth on Schedule 3.21, no related party of the Operational Companies, nor any officer, director, equityholder, employee or agent thereof, or any of their respective Affiliates, is or has been a party to any Contractual Obligation with the Operational Companies or the Joint Venture Entities, or receives or has received any payment or benefit from any Operational Company or the Joint Venture Entities.

3.22 Employees.

(a) Except as set forth on Schedule 3.22(a), to the Company’s knowledge, none of the executive officers or management employees of any Operational Company or Joint Venture Entity has indicated to the respective Operational Company that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement.

(b) A complete and accurate list of all of the employees of the Operational Companies (“Company Employees”), which list is current as of May 31, 2021, has been provided to Purchaser, describing for each such Company Employee: (i) the position held; (ii) whether classified as exempt or non- exempt for wage and hour purposes; (iii) date of hire; (iv) business location; (v) whether paid on a salary, hourly or commission basis; (vi) regular hourly wage, annual salary or commission rate, as applicable; and (vii) bonus potential; (viii) current estimates of the total amount of bonus, severance, and other amounts to be paid to such Company Employee at the Closing or otherwise in connection with the transactions contemplated hereby. The Company has also previously provided a complete and accurate list of all material independent contractors performing services with respect to the operation of the business of any of the Operational Companies and classified by the applicable Operational Company as other than a Company Employee or compensated other than through wages paid by the applicable Operational Company through its payroll department and reported on a Form W-2 (“Contingent Workers”), which list is current as of May 31, 2021 and includes any Contingent Worker who has performed services for the applicable Operational Company during the twelve (12) month period immediately preceding such date, and provides for each such Contingent Worker such individual’s fee or compensation arrangements with the applicable Operational Company.

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(c) There are no unions, labor organizations or other persons purporting to act as exclusive bargaining representative (“Union”) of any Company Employees or Contingent Workers, in each case in respect of their employment or engagement with the Operational Companies. Further, there are no collective bargaining, Union or other employee association agreements in effect in the past three years, whether written or oral. There is no, and during the past three years there has been no, labor strike, picketing of any nature or lockout pending or, to the Company’s knowledge, threatened, against or affecting the business of any Operational Company or Joint Venture Entity. There is no, and during the past three years there has been no, material labor dispute, work stoppage, slowdown or any other material concerted interference with normal operations, pending or, to the Company’s knowledge, threatened, against or affecting the business of any Operational Company or Joint Venture Entity. No grievance brought by a Union or pursuant to a collective bargaining agreement is pending or, to the Company’s knowledge, threatened which, if adversely decided, could have a Material Adverse Effect. None of the Operational Companies has any duty to bargain with any Union representing any Company Employees or Contingent Workers with respect to the wages, hours or other terms and conditions of employment of any Company Employee or Contingent Worker. To the Company’s knowledge, there are no Union claims or demands to represent any Company Employees or Contingent Workers, there are no organizational campaigns in progress with respect to any of the Company Employees or Contingent Workers, and no question concerning representation of such individuals exists. To the Company’s knowledge, there are no work rules or practices agreed to with any Union that are binding on any Operational Company with respect to any of the operations of such Operational Company, or with respect to any Company Employee or Contingent Worker in each case in respect of their employment or engagement with the Operational Companies. None of the Operational Companies or Joint Venture Entities has engaged in any material unfair labor practice since the Look Back Date. There is no material unfair labor practice charge or complaint pending, or to the Company’s knowledge threatened against any of the Operational Companies or Joint Venture Entities.

(d) Except as set forth in Schedule 3.22(d): (i) the Operational Companies and Joint Venture Entities are in compliance in all material respects with all applicable Laws respecting labor, employment, human rights, pay equity, fair employment practices, work place safety and health, workers’ compensation, unemployment insurance, terms and conditions of employment, immigration and work authorization, classification as exempt/non-exempt for purposes of the Fair Labor Standards Act and analogous Laws, classification as independent contractors or employees, and wages and hours; (ii) none of the Operational Companies or Joint Venture Entities are delinquent in any material respect in any payments to any Company Employee or Contingent Worker for any wages, salaries, commissions, bonuses, fees or other compensation due with respect to any services performed for it to the date hereof or amounts required to be reimbursed to such Company Employees or Contingent Workers; (iii) there are no, and since the Health Care Look Back Date, there have been no material grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, sexual or other discriminatory harassment, sexual assault, retaliation or unfair labor practices) pending or, to the Company’s knowledge, threatened against any of the Operational Companies or Joint Venture Entities before any Governmental Authority; (iv) except as would not be expected to result in material liability to the Operational Companies, none of the employment policies or practices of any Operational Company or Joint Venture Entity is currently being audited or investigated, or to the Company’s knowledge, subject to imminent audit or investigation by any Governmental Authority; (v) no Operational Company or Joint Venture Entity is, or in the last six (6) years has been, in respect of any labor or employment matters, subject to (A) any order, decree, injunction or judgment by any Governmental Authority or (B) any private settlement contract that has any outstanding obligation valued in excess of $50,000; and (vi) each Operational Company and Joint Venture Entity s in material compliance with the requirements of the Immigration Reform Control Act of 1986. Except to the extent applicable with respect to employees covered by the employment agreements listed in Schedule 3.11(a), the Company Employees are at-will and no Company Employee is subject to any contract, expressed or implied, written or oral, with any Operational Company.

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(e) No Operational Company or Joint Venture Entity has, within the past three (3) years, experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the WARN Act or any similar state, local or foreign Law affecting any site of employment of any Operational Company or Joint Venture Entity or one or more facilities or operating units within any site of employment or facility of any Operational Company or Joint Venture Entity. Schedule 3.22(e) sets forth for each Company Employee who has suffered an “employment loss,” as defined in the WARN Act, with respect to any Operational Company, during the ninety (90) day period preceding the date hereof: (i) the name of such employee, (ii) the date of hire of such employee, and (iii) such employee’s last job title(s), location, and department(s).

(f) Except as set forth on Schedule 3.22(f), which is current as of May 31, 2021, during the twelve (12) months preceding such date, the Company has not implemented any employee furloughs (including any temporary or indefinite, paid or unpaid, employer-initiated reductions in work hours, leaves of absence, or otherwise involuntary separations from employment). Schedule 3.22(f), which is current as of May 31, 2021, sets forth for each employee who has been placed on furlough during the ninety (90) day period preceding such date: (i) the date of hire of such individual, (ii) the date of the furlough, and (iii) such individual’s last job title(s), location, and department(s).

(g) To the extent that any Contingent Workers are used or engaged by the any Operational Company, the applicable Operational Company has properly classified and treated them in accordance with applicable Laws and for purposes of all employee benefit plans and perquisites.

(h) All Company Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified.

(i) Except as set forth on Schedule 3.22(i): (i) no Company Employee is on a visa sponsored by any Operational Company which visa will require continued sponsorship; and (ii) no Operational Company has, within the past three (3) years, received a “no match” letter from the Social Security Administration concerning any current Company Employee or former employee. A USCIS Form I-9 has been properly prepared and retained for each Company Employee as required by Law. The Company has no knowledge that any such Form I-9 was improperly prepared or that false documentation was provided in connection with satisfying the requirements of such Form I-9.

(j) No representative of any Operational Company has made any representation, promise or guarantee to any Company Employee or Contingent Worker regarding: (i) whether the respective Operational Company intends to retain such individual; or (ii) terms and conditions on which the respective Operational Company may retain or offer to retain such individual.

(k) Except as set forth on Schedule 3.22(j), to the Company’s knowledge, there have been no workplace accidents, injuries, or exposures (including viral exposure, including without limitation COVID-19) in the last twelve (12) months involving any employee or individual independent contractor which are reasonably likely to result in, but have not yet resulted in, a claim for worker’s compensation payments or benefits in excess of $500,000, or a violation of the Occupational Health and Safety Act (OSHA) or state or local equivalent. The Company has implemented all measures required by applicable Law regarding the COVID-19 pandemic, in line with all Center for Disease Control (CDC), World Health Organization (WHO), and other federal and applicable state and local guidelines including social distancing

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measures, increased sanitization measures, measures to protect employee health, measures to prevent crowds, and measures to prevent unnecessary contact; and has maintained material and good faith compliance with all federal, state, and local laws, orders, and ordinances regarding, the COVID-19 pandemic, including without limitation the Families First Coronavirus Response Act (FFCRA) and the CARES Act, and any and all Shelter in Place, Stay at Home, or similar orders.

(l) Except as set forth on Schedule 3.22(l), to the Company’s knowledge, no Company Employee: (i) is party to any agreement with any prior employer that limits or purports to limit the ability of the Company Employee to compete in any line of business or with any Person or in any geographic area or during any period of time; or (ii) has any other obligations to a prior employer that is violated by the performance of the Company Employee’s duties on behalf of the applicable Operational Company.

(m) Except as set forth on Schedule 3.21(m), to the knowledge of the Company, since the Look Back Date: (i) no Company Employee or Contingent Worker has made any allegation of sexual harassment against the Company or against any Company Employee, and to the Company’s actual knowledge (without a duty to inquire among the knowledge parties’ direct reports), there are no facts or circumstances that would reasonably be expected to give rise to a claim of sexual harassment by a Company Employee or Contingent Worker against the Company or a Company Employee; and (ii) the Company has not entered into any settlement agreements related to allegations of sexual harassment made by a Company Employee or Contingent Worker.

(n) The Operational Companies (i) have withheld and reported all amounts required by Law or by contract to be withheld and reported with respect to wages, salaries and other payments to current and former Company Employees and Contingent Workers, (ii) are not liable for any arrears of any employment Taxes or any interest, fine or penalty for failure to comply with any of the foregoing, and (iii) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees or former employees.

(o) Except as set forth on Schedule 3.22(o), no Operational Company has any policy, plan or program of paying severance pay or any form of severance compensation in connection with the termination of any Company Employees or the Contingent Workers.

3.23 Payors, Suppliers, and Customers.

(a) Schedule 3.23(a) sets forth a complete and accurate list, for the fiscal year ended on December 31, 2020, of (a) the top ten Payors of the Operational Companies during such period (measured by the aggregate dollar amount paid to the Operational Companies) (“Material Payor”) and (b) the ten largest suppliers of materials, products or services to the Operational Companies, taken as a whole (measured by the aggregate dollar amount purchased by the Operational Companies) during such period (“Material Supplier”). Except as disclosed on Schedule 3.23(a), no Material Payor or Material Supplier has canceled, terminated or otherwise materially altered (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) or notified an Operational Company in writing of any intention to do any of the foregoing or otherwise threatened in writing to cancel, terminate or materially alter (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) its relationship with an Operational Company since the date of the Latest Balance Sheet.

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(b) Schedule 3.23(a) sets forth a complete and accurate list, for the fiscal year ended on December 31, 2020, of the top ten (10) Customers of the Operational Companies during such period (measured by the aggregate dollar amount paid to the Operational Companies) (“Material Customer”).

Except as disclosed on Schedule 3.23(a), no Material Customer has canceled, terminated or otherwise materially altered its relationship (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) or notified an Operational Company in writing of any intention to do any of the foregoing or otherwise threatened in writing to cancel, terminate or materially alter (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) its relationship with an Operational Company since the date of the Latest Balance Sheet, other than terminations received in the ordinary course of business.

3.24 Brokerage. Except for Citigroup Global Markets Inc. and SVB Leerink, no broker, finder, agent, mandatary or similar intermediary has acted on behalf of any Seller or the Company in connection with this Agreement or the transactions contemplated hereby, and neither the Seller nor the Company have taken any action that would cause the Purchaser to become liable to any claim or demand for a brokerage commission, finder’s fee or other similar payment in connection with the transactions contemplated by this Agreement.

3.25 COVID-19; Stimulus Funding.

(a) Except as set forth on Schedule 3.25(a), the Operational Companies have not (i) participated in any CARES Act stimulus fund program or other governmental program related to the COVID-19 pandemic (“CARES Funds”), (ii) applied for or taken a loan in connection with the U.S. Small Business Administration Paycheck Protection Program authorized by the CARES Act (the “PPP”) (together with the CARES Funds, “Stimulus Funds”), or (iii) applied for or received any other Stimulus Funds or other funds, benefits, deferrals or any other kind of remuneration in connection with the COVID-19 pandemic or any issues relating thereto, including the Centers for Medicaid and Medicare Services’ Accelerated and Advance Payment Program (“Medicare Advanced Payment Program”).

(b) The Operational Companies have maintained accounting records associated with the Stimulus Funds, including, as applicable, the Relief Fund Payment Terms and Conditions and related guidance available as of the date hereof. The Operational Companies have utilized all such Stimulus Funds and any other proceeds received by the Operational Companies in accordance with all applicable Laws and the applicable Relief Fund Payment Terms and Conditions. Further, any such Stimulus Funds proceeds that have not been so used are maintained in the bank account(s) of the applicable Operational Companies, and have not been distributed to any other Person, or otherwise utilized or expended.

(c) Each Operational Company has complied in all material respects with all applicable requirements of the Stimulus Funds and the CARES Act, including rules and regulations regarding each such Operational Companies’ eligibility to apply for, receive and defer amounts thereunder.

(d) No Operational Company has received any written notice to the effect that or otherwise been advised that, it is not in compliance with the statutory and regulatory requirements of any applicable requirement relating to the Stimulus Funds or the CARES Act, and to the Company’s knowledge, does not have any reason to anticipate that any existing circumstances are likely to result in a violation of any such requirements.

3.26 Anti-Money Laundering, Anti-Corruption and Anti-Bribery Laws. None of the Operational Companies or Joint Venture Entities, nor any of their respective directors, officers, employees, or, to the Company’s knowledge, any agent or other Person acting for or on behalf of any Operational Company or Joint Venture Entity, has, in the past three (3) years, directly or indirectly, (a) made, offered or promised to make or offer any unlawful payment, loan or transfer of anything of value, including any unlawful reward, advantage or benefit of any kind, to or for the benefit of any Government Official,

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candidate for public office, political party or political campaign, for the purpose of (i) influencing any act or decision of such Government Official, candidate, party or campaign, (ii) inducing such Government Official, candidate, party or campaign to do or omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any Person, (iv) expediting or securing the performance of official acts of a routine nature, or (v) otherwise securing any improper advantage; (b) paid, offered or promised to pay or offer any unlawful bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (c) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the creation of any false or inaccurate books and records related to any of the foregoing; or (f) otherwise violated any provision of the Foreign Corrupt Practices Act of 1977, the Money Laundering Control Act, or any other applicable anti-money laundering, anti-corruption or anti-bribery Laws, except, in each case, as would not reasonably be expected to result in a material liability to any Operational Company or any Joint Venture Entity.

3.27 Anti-Terrorism Laws. None of the Operational Companies or Joint Venture Entities, not any of their respective directors or officers are acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by the United States Treasury Department as a Specially Designated National and Blocked Person, or for or on behalf of any person, group, entity, or nation designated by any Governmental Authority as a person who commits, threatens to commit, or supports terrorism; and that they are not engaged in this transaction directly or indirectly on behalf of, or facilitating this transaction directly or indirectly on behalf of, any such person, group, entity or nation.

3.28 No Other Representations and Warranties. Except for the representations and warranties made by the Company in this Article III (including the Disclosure Schedules), neither the Company nor the Seller nor any other person makes any other express or implied representation or warranty with respect to the Operational Companies or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Operational Companies, notwithstanding the delivery or disclosure to Purchaser or any of its respective representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser that the statements in this Article IV are correct and complete as of the date of this Agreement, except as set forth in the Disclosure Schedules.

4.01 Organization and Corporate Power. Seller is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, with full power and authority to enter into this Agreement and perform its obligations hereunder.

4.02 Authorization. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Seller and, assuming that this Agreement is a valid and binding obligation of the Purchaser and the other parties hereto, this Agreement constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity effecting the availability of specific performance and other equitable remedies.

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4.03 No Violation. Seller is not subject to or obligated under its certificate or articles of incorporation, its bylaws (or similar organizational documents), any applicable Law, or rule or regulation of any Governmental Authority, or any material agreement or instrument, or any license, franchise or permit, or subject to any order, writ, injunction or decree, which would be breached or violated in any material respect by Seller’s execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

4.04 Governmental Authorities; Consents. Seller is not required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance by it of this Agreement or the consummation of the transactions contemplated hereby. No consent, approval or authorization of any Governmental Authority or any other party or Person is required to be obtained by Seller in connection with its execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

4.05 Litigation. There are no Actions pending or, to the knowledge of Seller, threatened in writing against Seller at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would adversely affect Seller’s performance under this Agreement or the consummation of the transactions contemplated hereby. Seller is not subject to any outstanding judgment, order, penalty, awards against Seller or decree of any court or Governmental Authority.

4.06 Title to Shares. Seller is the sole and unconditional owner of the number and class of Shares with good and valid title thereto, free and clear of all Liens. At Closing, such Shares will constitute all of Seller’s interest in the Shares or other equity interests in Holdings, whether issued or unissued, and Seller will transfer good and valid title to Purchaser of such Shares, free and clear of all Liens.

4.07 Related Party Transactions. Except as set forth on Schedule 4.07, no related party of the Seller, nor any officer, director, equityholder, employee or agent thereof, or any of their respective Affiliates, is or has been a party to any Contractual Obligation with the Purchased Companies or the Joint Venture Entities, or receives or has received any payment or benefit from any of the Purchased Companies or the Joint Venture Entities.

4.08 No Other Agreements to Purchase. Except for Purchaser’s rights under this Agreement, no Person has any written or oral agreement, option or warrant, or any right or privilege (whether by law or by contract) capable of becoming such, for the purchase or acquisition from Seller of any of the Shares.

4.09 Anti-Terrorism Laws. Seller represents and warrants that neither it nor any of its officers or directors are acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by the United States Treasury Department as a Specially Designated National and Blocked Person, or for or on behalf of any person, group, entity, or nation designated by any Governmental Authority as a person who commits, threatens to commit, or supports terrorism; and that they are not engaged in this transaction directly or indirectly on behalf of, or facilitating this transaction directly or indirectly on behalf of, any such person, group, entity or nation.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF HOLDINGS

Holdings and Seller jointly and severally represent and warrant to Purchaser that the statements in this Article V are correct and complete as of the date of this Agreement, except as set forth in the Disclosure Schedules.

5.01 Organization and Corporate Power. Holdings is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full power and authority to enter into this Agreement and perform its obligations hereunder.

5.02 Authorization. The execution, delivery and performance of this Agreement by Holdings and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Holdings and, assuming that this Agreement is a valid and binding obligation of the Purchaser and the other parties hereto, this Agreement constitutes a valid and binding obligation of Holdings, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity effecting the availability of specific performance and other equitable remedies.

5.03 No Violation. Holdings is not subject to or obligated under its certificate or articles of incorporation, its bylaws (or similar organizational documents), any applicable Law, or rule or regulation of any Governmental Authority, or any material agreement or instrument, or any license, franchise or permit, or subject to any order, writ, injunction or decree, which would be breached or violated in any material respect by Holdings’ execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

5.04 Governmental Authorities; Consents. Holdings is not required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance by it of this Agreement or the consummation of the transactions contemplated hereby. No consent, approval or authorization of any Governmental Authority or any other party or Person is required to be obtained by Holdings in connection with its execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

5.05 Litigation. There are no Actions pending or, to the knowledge of Holdings, threatened in writing against Holdings at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would adversely affect Holdings’ performance under this Agreement or the consummation of the transactions contemplated hereby. Holdings is not subject to any outstanding judgment, order, penalty, awards against Holdings or decree of any court or Governmental Authority.

5.06 Other Matters.

(a) Holdings does not carry on any business, has never carried on any business and does not have and has never had any employees. Holdings does not own any property or assets (other than shares in the capital of the Company) or any interests therein of any nature or kind whatsoever. Holdings does not have any obligations or liabilities (whether actual or contingent) or Indebtedness owing to any Person.

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(b) Holdings owns 100% of the issued and outstanding common stock in the capital of the Company, representing all of the issued and outstanding equity interests of the Company.

5.07 No Other Agreements to Purchase. Except as set forth in this Agreement, no Person has any written or oral agreement, option or warrant, or any right or privilege (whether by law or by contract) capable of becoming such, for the purchase or acquisition of any interest in the capital of Holdings.

5.08 Related Party Transactions. Except as set forth on Schedule 5.08, no related party of Holdings, nor any officer, director, equityholder, employee or agent thereof, or any of their respective Affiliates, is or has been a party to any Contractual Obligation with the Purchased Companies or the Joint Venture Entities, or receives or has received any payment or benefit from any of the Purchased Companies or the Joint Venture Entities.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Holdings, Company and Seller that:

6.01 Organization and Corporate Power. Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full power and authority to enter into this Agreement and perform its obligations hereunder.

6.02 Authorization. Except in respect of the receipt of the approval of the NASDAQ Capital Market and the Toronto Stock Exchange with respect to the issuance of the Closing Share Consideration, to the extent applicable, the execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action, and no other proceedings on their part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Purchaser and assuming that this Agreement is a valid and binding obligation of the Seller and the other parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity effecting the availability of specific performance and other equitable remedies.

6.03 No Violation. Purchaser is not subject to or obligated under its certificate or articles of incorporation, its bylaws (or similar organizational documents), any applicable Law, or rule or regulation of any Governmental Authority, or any material agreement or instrument, or any license, franchise or permit, or subject to any order, writ, injunction or decree, which would be breached or violated in any material respect by Purchaser’s execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

6.04 Governmental Authorities; Consents. Except as set forth on Schedule 6.04 and/or with respect any ordinary course notifications that may be required to be made in connection with an acquisition, Purchaser is not required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance by it of this Agreement or the consummation of the transactions contemplated hereby. No consent, approval or authorization of any Governmental Authority or any other party or Person is required to be obtained by Purchaser in connection with its execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

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6.05 Litigation. There are no Actions pending or, to Purchaser’s knowledge, threatened in writing against Purchaser at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would adversely affect Purchaser’s performance under this Agreement or the consummation of the transactions contemplated hereby. Purchaser is not subject to any outstanding judgment, order, penalty, awards against Purchaser or decree of any court or Governmental Authority.

6.06 Brokerage. No broker, finder, agent, mandatary or similar intermediary has acted on behalf of Purchaser in connection with this Agreement or the transactions contemplated hereby, and Purchaser has not taken any action that would cause the Seller to become liable to any claim or demand for a brokerage commission, finder’s fee or other similar payment in connection with the transactions contemplated by this Agreement.

6.07 Investment Representation. Purchaser is acquiring the Shares 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 federal or state securities Laws. Purchaser is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended. Purchaser acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the Shares. Purchaser acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended, or any state or foreign securities Laws and that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act of 1933 and the Shares are registered under any applicable state or foreign securities Laws or sold pursuant to an exemption from registration under the Securities Act of 1933, as amended, and any applicable state or foreign securities Laws.

6.08 Financing.

(a) The Purchaser has furnished Seller with true, correct and complete copies of the Series A Note and Common Share Purchase Agreement (the “Purchase Agreement”) dated as of the date hereof, among the Purchaser, Purchaser Parent and Stonepeak Magnet Holdings LP, a Delaware limited partnership (“Stonepeak), which has attached thereto the agreed form of warrant certificate, board representation agreement and the registration rights agreement, and a commitment letter, dated as of the date hereof, from Stonepeak Infrastructure Fund IV LP to Stonepeak to support the latter’s payment obligations under the Purchase Agreement (collectively, as amended, restated, amended and restated, supplemented or modified from time to time, the “Commitment Documents”) on the terms and subject to the conditions of which, the Purchaser will receive financing in the aggregate amount set forth therein for the purpose of funding the transactions contemplated by this Agreement (being collectively referred to as the “Financing”). The Commitment Documents have not been amended, supplemented or modified, and no provision thereof has been waived, prior to the date hereof, no such amendment, restatement, supplement, modification or waiver is contemplated or pending, and the respective commitments contained in the Commitment Documents have not been withdrawn, terminated or rescinded in any respect, and no such withdrawal, termination or rescission is contemplated as of the date hereof (other than modifications to assign or reassign, replace or reallocate commitments to affiliates under the Commitment Documents). There are no side letters or other Contractual Obligations or arrangements related to the Financing other than as expressly set forth in the Commitment Documents. The Commitment Documents are not subject to any conditions or other similar contingencies other than as expressly set forth therein and not redacted in the version provided to Seller, and are in full force and effect and are the legal, valid, binding and enforceable obligations of Purchaser and, to the knowledge of the Purchaser, each of the other parties thereto, as the case may be, except as enforceability may be limited by bankruptcy Laws, other similar Laws

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affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Purchaser is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to make any of the assumptions or any of the statements set forth in the Commitment Documents inaccurate or that would reasonably be expected to cause the Commitment Documents to be ineffective. Assuming the conditions set forth in Section 2.01 and 2.02 are satisfied at Closing, Purchaser has no reason to believe that any of the conditions to the Financing will not be satisfied or the full amount of the Financing will not be available to Purchaser on the Closing Date, and Purchaser is not aware of the existence of any fact or event as of the date hereof that would be expected to cause such conditions to the Financing not to be satisfied or the full amount of the Financing not be available and the Closing Transactions not to occur.

(b) The aggregate cash on hand and the Closing Share Consideration, together with the aggregate proceeds contemplated to be provided under the Commitment Documents, will provide the Purchaser with sufficient immediately available funds to enable it to consummate the transactions contemplated by this Agreement and to satisfy all of the payment obligations of Purchaser under this Agreement as are required to be paid by Purchaser at Closing and following the Closing pursuant to ARTICLE I, and all other related fees and expenses required to be paid by Purchaser in connection with this Agreement at the Closing.

6.09 Closing Share Consideration. The Closing Share Consideration, upon issuance to Seller, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens, and will not have been issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar right. Such shares will be registered in the name of Seller and will have been issued in compliance with all applicable Laws, including securities Laws, and Seller will have good and legal title to, and beneficial ownership of, such shares.

6.10 Public Record and Filings.

(a) The Purchaser Parent is in compliance in all material respects with its obligations under applicable securities Laws and the published policies and requirements of the NASDAQ Capital Market and the Toronto Stock Exchange to make timely disclosure of material information. The Purchaser Parent is a “reporting issuer”, or the equivalent, in each of the provinces of Canada and is not in default in any material respect of any of the requirements under applicable securities laws.

(b) To the knowledge of Purchaser, the disclosure contained in the Public Record did not, at the date of the filing thereof, contain a misrepresentation, material misstatement or material omission (each as defined under applicable securities Laws) 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.

6.11 Solvency. Immediately after giving effect to the transactions contemplated by this Agreement, the Purchaser and each of its Subsidiaries (a) shall be able to pay their respective debts as they become absolute and matured in the ordinary course, (b) shall have assets with a fair saleable value greater than their liabilities (including a reasonable estimate of the amount of all contingent liabilities), and (c) shall not have, or have access to, an unreasonably small amount of capital for the business in which they are engaged. 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 Purchaser or its Subsidiaries.

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ARTICLE VII

COVENANTS OF HOLDINGS, COMPANY AND SELLER

7.01 Conduct of the Business.

(a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement, except (i) as contemplated or permitted hereunder, (ii) as required by Law, (iii) unless Purchaser shall have consented in writing (which consent will not be unreasonably withheld or delayed) or

(iv) as set forth on Schedule 7.01, Holdings and Company shall (and shall cause each of their Subsidiaries to) use its reasonable best efforts to (A) conduct the Business in the ordinary course of business consistent with past practices (subject to clause (C) below), to maintain the value of the Business as a going concern and to preserve substantially intact its present business organization, (B) conduct the cash management of the Joint Venture Entities in the ordinary course of business consistent with past practices, including to not prepay any current liabilities or accounts payable of any such Joint Venture Entity, and (C) not take or omit to take, and not permit any of its Subsidiaries to take any action or omit to take any action, as a result of which action or omission any of the changes or events listed in Section 3.08 (other than such changes or events listed in Section 3.08(a) (to the extent related to Company Indebtedness or other Indebtedness that will be repaid prior to Closing) or Section 3.08(i)) would be likely to occur; provided that, the foregoing notwithstanding, the Operational Companies may use all available cash to repay any Indebtedness or pay any Seller Expenses prior to the Closing.

(b) Notwithstanding the foregoing, (i) nothing in this Agreement, including this Section 7.01, shall prohibit the Operational Companies from, or otherwise require any consent of the Purchaser for, taking or not taking any COVID-19 Actions; provided that, the Operational Companies shall, to the extent reasonably practicable, use reasonable best efforts to consult with Purchaser prior to the taking any such action, and (ii) nothing contained in this Agreement is intended to give the Purchaser, directly or indirectly, the right to control the Business or the Operational Companies’ operations prior to the Closing.

(c) From the date hereof until the earlier of the Closing Date and the termination of this Agreement, the Operational Companies shall comply in all material respects with all obligations and requirements relating to the Stimulus Funds and the CARES Act.

7.02 Access to Books and Records. From the date hereof until the earlier of the Closing Date and the date that this Agreement is terminated in accordance with its terms, the Company and its Subsidiaries shall provide Purchaser and its authorized representatives (“Purchaser’s Representatives”) with reasonable access during normal business hours and upon reasonable notice to the offices, properties, books and records of the Company and its Subsidiaries; provided, that (a) such access shall not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries; (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement; (c) all requests for access shall be directed to Seller or such other Person as the Company may designate in writing from time to time (the “Designated Contact”); (d) Purchaser shall not be permitted to conduct any invasive or intrusive surface or subsurface sampling or testing (commonly known as a Phase II) at any of the Company or its Subsidiaries’ properties or facilities without Seller’s prior written consent; and (e) nothing herein shall require the Company and its Subsidiaries to provide access to, or to disclose any information to, Purchaser if such access or disclosure would be reasonably likely to (i) waive any legal privilege or (ii) be in violation of applicable Law or the provisions of any agreement entered into prior to the date of this Agreement and to which any Company is a party. Purchaser acknowledges that it remains bound by the Confidentiality Agreement dated February 22, 2021 (the “Confidentiality Agreement”) and that all information it obtains as a result of access under this Section 7.02 shall be subject to the Confidentiality Agreement.

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7.03 Regulatory Filings.

(a) The Operational Companies and Seller shall, within ten Business Days after the date hereof, or such later time as the parties agree, make or cause to be made all filings and submissions required of the Operational Companies and Seller under any Laws or regulations applicable to the Operational Companies and Seller for the consummation of the transactions contemplated herein. The Operational Companies and Seller agree to use their reasonable best efforts, to take, or cause to be taken, all actions necessary to expeditiously consummate the transactions contemplated by this Agreement, including consenting to all divestitures or licenses of assets, supply or exchange agreements, hold separate agreements, and such other actions as may be required to obtain any and all necessary governmental, judicial or regulatory actions or non-actions, orders, waivers, consents, clearances, extensions and approvals. If suit or other action is threatened or instituted by any Governmental Authority or other entity challenging the validity or legality, or seeking to restrain the consummation of the transaction contemplated by this Agreement, Seller shall use reasonable best efforts to avoid, resist, resolve or, if necessary, defend such suit or action and shall use reasonable best efforts to take any steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date), provided that, for the avoidance of doubt, nothing herein shall require Seller to defend or pursue any such suit or action following the Outside Date. The Operational Companies and Seller shall coordinate and cooperate with Purchaser in exchanging such information and providing such assistance as Purchaser may reasonably request in connection with all of the foregoing.

(b) The Operational Companies and Seller shall promptly inform Purchaser of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If the Operational Companies, Seller or any Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then the Operational Companies and Seller shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the Operational Companies and Seller hereto agree to (i) give Purchaser reasonable advance notice of all meetings or teleconferences with any Governmental Authority relating to the transaction contemplated by the Agreement, (ii) give the Purchaser an opportunity to participate in each of such meetings or teleconferences, (iii) keep Purchaser reasonably apprised with respect to any oral communications with any Governmental Authority regarding the transactions contemplated by the Agreement, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide Purchaser with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the transactions contemplated hereby, (vi) provide Purchaser (or their counsel, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the transactions contemplated hereby, and (vii) cooperate and provide Purchaser with a reasonable opportunity to participate in, and consider in good faith their views with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 2.01(c). Notwithstanding anything to the contrary in this Section 7.03(b), materials provided to Purchaser’s Representatives or its outside counsel

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may be redacted (i) to remove references concerning valuation and (ii) as necessary (based on the advice of outside legal counsel) to protect reasonable attorney-client or other legal privilege. Any such disclosures, rights to participate or provisions of information may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information.

7.04 Conditions. Holdings, Company and Seller shall use reasonable best efforts to cause the conditions set forth in Section 2.01 to be satisfied and to consummate the transactions contemplated herein as soon as reasonably possible after the satisfaction of the conditions set forth in Article II (other than those to be satisfied at the Closing).

7.05 Exclusive Dealing. During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement pursuant to Section 10.01, none of Holdings, Company or any Seller shall take, nor shall they permit any of their Affiliates, officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person (other than Purchaser and/or its Affiliates, officers, directors, employees, representatives, consultants, financial advisors, financing sources, attorneys, accountants and other agents) concerning any purchase of any of Holdings’, Company’s or its Subsidiaries’ equity securities or any merger, sale of assets outside of the ordinary course of business, consolidation, share exchange, business combination, recapitalization, reclassification or similar transaction involving or relating to Holdings, Company or its Subsidiaries (each such acquisition transaction, an “Acquisition Transaction”), and Holdings, Company and Seller shall, and shall cause their respective Affiliates, officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants and other agents to, immediately cease and cause to be terminated all existing discussions, negotiations and other communications with any Person conducted heretofore with respect to any such Acquisition Transaction. Holdings, Company and Seller shall promptly notify the Purchaser if any Person makes any proposal, offer, inquiry or contact with respect to any Acquisition Transaction, together with the material details of such proposal, offer, inquiry or contact, including the identity of such Person.

7.06 Financing Assistance.

(a) During the period from the date of this Agreement through the Closing Date or the earlier termination of this Agreement pursuant to Section 10.01, the Company agrees to use reasonable best efforts to provide, and shall cause the Company’s Subsidiaries and its and their Representatives to use reasonable best efforts to provide and shall use its reasonable best efforts to direct its and their Representatives to provide, in each case at Purchaser’s sole expense, such customary cooperation as may be reasonably requested by Purchaser in connection with the Financing or any offering of senior secured notes (“Additional Senior Notes”) as contemplated by the Commitment Documents (each a “Financing Transaction”), including using reasonable best efforts to: (i) furnish to Purchaser such customary information regarding the Company and its Subsidiaries, including such historical consolidated financial statements of the Company (which for the avoidance of doubt includes at least audited financial statements for the two most recently completed fiscal years as well as interim financial statements and notes (reviewed by the auditors at a SAS 100 (or any applicable successor thereto) level) for each subsequent fiscal quarter ended at least forty-five (45) days prior to any pricing date occurring during the Marketing Period (but excluding the fourth quarter of any fiscal year)) (the financial statements referenced in the foregoing parenthetical, the “Historical Financials”), as may be reasonably requested by Purchaser to the extent such information is of the type and form customarily included in an offering memorandum for private placements of non-convertible high yield bonds pursuant to Rule 144A promulgated under the Securities Act of 1933 (provided, that such information shall not include (1) a description of the Financing Transactions, including any “description of notes,” or other information customarily provided by financing sources or their counsel, (2) risk factors solely relating to the Financing Transactions (as opposed to the Company, its Subsidiaries

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or their respective businesses) or (3) financial statements or other information (including segment reporting and consolidating and other financial statements and data) required by Rules 3-05, 3-09, 3-10 and 3-16 of Regulation S-X other than the Historical Financials (provided that information with respect to assets, liabilities, revenue and EBITDA with respect to non-guarantors in the aggregate should be provided), Item 402 of Regulation S-K, information regarding executive compensation related to SEC Release Nos. 33- 8732A, 34-54302A and IC-27444A) or any other information customarily excluded for an offering memorandum for private placements of non-convertible high yield bonds pursuant to Rule 144A promulgated under the Securities Act of 1933 (it being understood and agreed that such financial statements shall be of the Company and its Subsidiaries and that financial statements for any period earlier than the fiscal year ended December 31, 2018 shall not be required)) (subject to the immediately following proviso, collectively, the “Required Financial Information”); (ii) participate (and cause senior officers and representatives of the Company and its Subsidiaries to participate) in a reasonable number of due diligence (including customary auditor due diligence) and other meetings and presentations with prospective lenders and investors (including the Financing Sources), and sessions with the ratings agencies, in each case in connection with the Financing Transactions and only to the extent customarily needed for financings of the type contemplated by the Financing Transactions; (iii) reasonably assist Purchaser and the Financing Sources in their preparation of (A) any bank information memoranda (including the delivery of customary authorization and representation letters to the extent contemplated by any Financing Transaction and customary representation letters to the Company’s auditors), confidential information memorandums and related lender presentations, (B) materials for rating agency presentations and (C) any high yield offering memorandum, road show presentations or similar documents customarily required for financing of the type contemplated by the Financing Transactions; (iv) reasonably cooperate with the marketing efforts of Purchaser and its Financing Sources with respect to the Financing Transactions, in each case, only to the extent customarily needed for financings of the type contemplated by the Financing Transactions; (v) provide Purchaser all documentation and other information with respect to the Company and its Subsidiaries as shall have been reasonably requested in writing by Purchaser at least eight (8) Business Days prior to the Closing Date that is required in connection with the Financing Transactions by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001 and 31 C.F.R.§1010.230 and that are required in connection with any Financing Transaction; (vi) facilitate the Company’s independent accountants delivery of consents and customary “comfort letters” (including as to negative assurances) in connection with the Financing Transactions and only to the extent customarily required for financings of the type contemplated by the Financing Transactions; (vii) cooperating and providing customary information reasonably required by the Financing Sources in the context of due diligence and verification relating to the Financing Transactions, in compliance with applicable requirements of Law and customary practice, and (viii) cooperating in the discharge and termination of the Company Indebtedness and the Liens related thereto (which discharge and termination for clarity shall not be required to take effect before the Closing, and subject to customary exceptions for obligations under such Company Indebtedness that expressly survive termination and discharge), including obtaining a customary debt pay-off letter(s) with respect thereto; and (ix) executing and delivering any customary guarantee documentation, pledge and security documents, other definitive financing documents, or other certificates, instruments or documents as may be reasonably requested by the Purchaser in connection with the Financing Transactions and otherwise using reasonable best efforts to facilitate the pledging of and perfection of security interests in collateral that will secure the Financing Transactions (in each case, for the avoidance of doubt, subject to the limitations in clause (D) below). Notwithstanding the foregoing, (A) such requested cooperation shall not (i) unreasonably disrupt the operations of the Company or its Subsidiaries or (ii) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (B) nothing in this Section 7.06 shall require cooperation to the extent that it would (y) cause any condition to the Closing set forth in Section 2.01 or 2.02 to not be satisfied or (z) cause any breach of this Agreement, (C) neither the Company nor any of its Subsidiaries shall be required to (1) pay any commitment or other similar fee prior to the Closing, (2) incur or assume any liability in connection with the financings contemplated by the

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Financing Transactions, (3) deliver or obtain opinions of internal or external counsel, (4) provide access to or disclose information where the Company determines that such access or disclosure could jeopardize the attorney-client privilege or contravene any Law or Contractual Obligations, or (5) waive or amend any terms of this Agreement or any other Contractual Obligation to which the Company or its Subsidiaries is party, and (D) none of the Company, its Subsidiaries or their respective directors, officers or employees shall be required to execute, deliver or enter into, or perform any agreement, document or instrument (other than the authorization and representation letters contemplated above), with respect to the Financing Transactions that is not contingent upon the Closing or that would be effective prior to the Closing and the directors and managers of the Company’s Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing Transactions are obtained, in each case which are effective prior to the Closing. Notwithstanding anything to the contrary, the Company shall be deemed to have complied with this Section 7.06 for all purposes of this Agreement (including Article III and Article X) unless the Financing Transaction has not been obtained primarily as a result of the Company’s willful breach of its obligations under this Section 7.06. The Company hereby consents to the use of its and its Subsidiary’s logos in connection with the financing contemplated by the Financing Transactions; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or the Company’s Subsidiaries.

(b) None of the Seller, the Company, the Company’s Subsidiaries or their respective Affiliates or Representatives shall be required to (i) take any action that would subject any such Person to actual or potential liability, (ii) bear any cost or expense or to pay any commitment or other similar fee or make any other payment or (iii) incur any other liability or provide or agree to provide any indemnity, in each case in connection with the Financing Transactions or their performance of their respective obligations under this Section 7.06 and any information utilized in connection therewith. The Seller and the Company shall have no liability whatsoever to Purchaser in respect of any financial information or data or other information provided pursuant to this Section 7.06. Purchaser shall indemnify, defend and hold harmless each of the Seller, the Company, its Subsidiaries and their Affiliates and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Financing Transactions and the performance of their respective obligations under this Section 7.06 and any information utilized in connection therewith, other than in each case as a result of fraud or a willful breach of the Company’s obligations under this Agreement. Purchaser shall, promptly upon request of the Seller or the Company, reimburse the Seller or the Company and its Subsidiaries for all out-of-pocket fees, costs and expenses incurred by the Company or its Subsidiaries (including those of its Affiliates and Representatives) in connection with the cooperation required by this Section 7.06.

(c) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 7.06, represent the sole obligation of the Seller, the Company, the Company’s Subsidiaries and Affiliates and their respective Representatives with respect to cooperation in connection with the arrangement of the Financing Transactions and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations.

7.07 Oncology Business MOU. Seller shall negotiate in good faith with Purchaser to mutually agree upon the terms of a memorandum of understanding which will set out parameters of a joint venture arrangement pursuant to which the oncology business of the Company can be expanded into China. The expanded business in China will include a name to be determined by Seller and will be managed by the Company with Seller as the local joint venture partner. Upon the formation of the joint venture, Seller and Purchaser hereby agree that shall be appointed as a board member of the joint venture. In addition, shall also serve as an advisor to the Purchaser Parent board of directors on matters of investment and expansion of Purchaser Parent’s healthcare business in China.

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7.08 Exchange Matters. Seller agrees to cause any necessary filings to be made to the Toronto Stock Exchange and the NASDAQ Capital Market, as applicable, in respect of itself and any director nominee to be appointed under the terms of the Tahoe-Akumin Letter Agreement to be submitted to the relevant exchange as promptly as practicable following the date hereof.

ARTICLE VIII COVENANTS OF PURCHASER

8.01 Access to Books and Records. For a period of six years after the Closing, Purchaser shall, and shall cause the Company and each of its Subsidiaries to, provide Seller and its authorized representatives with reasonable access, during normal business hours, to the books and records and personnel of the Company and its Subsidiaries in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby or with respect to periods or occurrences prior to or on the Closing Date, including, without limitation, for the purpose of preparing final Tax Returns and providing assistance relating to final accounting functions relating to the Company. Unless otherwise consented to in writing by Seller, Purchaser shall not, and shall not permit the Company or any of its Subsidiaries to, for a period of seven years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of Company or any of its Subsidiaries (relating to the Business) for any period prior to the Closing Date without first giving reasonable prior notice to Seller and offering to surrender to Seller such books and records or any portion thereof which Purchaser or any of its Subsidiaries may intend to destroy, alter or dispose of.

8.02 Director and Officer Liability and Indemnification.

(a) For a period of six years after the Closing Date, Purchaser shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s or any of its Subsidiaries articles of incorporation or bylaws (or equivalent organizational documents) relating to the exculpation or indemnification of any current or former officer or director (the “D&O Indemnified Persons”) (unless required by Law), it being the intent of the parties that the D&O Indemnified Persons shall continue to be entitled to such exculpation and indemnification to the fullest extent of the Law.

(b) From and after the Closing, Purchaser shall, and shall cause the Company, except in the case of Fraud, to (i) indemnify, defend and hold harmless each D&O Indemnified Person against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “D&O Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries or Seller, as applicable, occurring or alleged to have occurred before or at the Closing (including any D&O Claim relating in whole or in part to this Agreement or the transactions contemplated hereby), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries or Seller, as applicable, to the D&O Indemnified Persons in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Charter and the respective organizational documents of each of the Company’s Subsidiaries and Seller as in effect on the date hereof and (B) any indemnification agreements with a D&O Indemnified Person, which shall in each case survive the Closing and continue in full force and effect to the extent permitted by applicable Law, provided that the scope of such indemnity, individually and in the aggregate, shall be no more favourable to each D&O Indemnified Person than the indemnification currently provided to such D&O Indemnified Person. Without limiting the foregoing, from and after the Closing, Purchaser shall ensure that the Company fulfills its obligations to the applicable D&O Indemnified Person pursuant to the terms of the Charter and the respective organizational documents of each of the Company’s Subsidiaries and Seller as in effect on the date hereof.

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(c) At the Closing, Purchaser will, or will cause the Company to, obtain and maintain and fully pay for irrevocable “tail” insurance policies naming the D&O Indemnified Persons as direct beneficiaries with a claims period of at least six years from the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date. Purchaser will not, or will cause the Company to not, cancel or change such insurance policies in any respect.

(d) If Purchaser, the Company or any of its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Purchaser and the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 8.02. The provisions of this Section 8.02 are intended for the benefit of, and will be enforceable by, each D&O Indemnified Person and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have had by contract or otherwise.

8.03 Regulatory Filings.

(a) Purchaser shall, within ten Business Days after the date hereof, make or cause to be made all filings and submissions required of Purchaser under any Laws or regulations applicable to Purchaser for the consummation of the transactions contemplated herein. Purchaser agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary to expeditiously consummate the transactions contemplated by this Agreement, provided, however, that notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any of its subsidiaries shall be required to agree to any divestitures where such divestitures collectively would result in a loss of revenue generated by Purchaser its Subsidiaries, the Purchased Companies and/or Joint Venture Entities collectively, in excess of $45 million based on the revenue calculations set forth in Schedule 8.03(a). If suit or other action is threatened or instituted by any Governmental Authority or other entity challenging the validity or legality, or seeking to restrain the consummation of the transaction contemplated by this Agreement, Purchaser shall use reasonable best efforts to avoid, resist, resolve or, if necessary, defend such suit or action and shall use reasonable best efforts to take any steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date); provided that, for the avoidance of doubt, nothing herein shall require Purchaser to defend or pursue any such suit or action following the Outside Date. Purchaser shall be responsible for all filing fees under the HSR Act and under any such other Laws or regulations applicable to Purchaser. Purchaser shall request early termination of the HSR Act waiting period.

(b) Purchaser shall promptly inform Holdings, Company and Seller of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If Purchaser or any Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by

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this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then Purchaser shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, Purchaser hereto agrees to (i) give Holdings, Company and Seller reasonable advance notice of all meetings or teleconferences with any Governmental Authority relating to the transaction contemplated by the Agreement, (ii) give Holdings, Company and Seller an opportunity to participate in each of such meetings or teleconferences, (iii) keep Holdings, Company and Seller reasonably apprised with respect to any oral communications with any Governmental Authority regarding the transactions contemplated by the Agreement, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide Holdings, Company and Seller with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the transactions contemplated hereby, (vi) provide Holdings, Company and Seller (or their counsel, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the transactions contemplated hereby, and (vii) cooperate and provide Holdings, Company and Seller with a reasonable opportunity to participate in, and consider in good faith their views with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 2.01(c). Notwithstanding anything to the contrary in this Section 8.03(b), materials provided to Holdings, Company and Seller or their outside counsel may be redacted (i) to remove references concerning valuation, (ii) as necessary (based on the advice of outside legal counsel) to protect reasonable attorney- client or other legal privilege, or (iii) or as required by applicable Law. Any such disclosures, rights to participate or provisions of information may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. Notwithstanding anything in this Agreement to the contrary, Purchaser shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws and litigation matters relating to the Antitrust Laws, subject to Purchaser’s good faith obligations in this Section 8.03(b)(i)-(vii).

(c) Purchaser shall not: (i) take any action the effect of which, or refrain from taking any action the effect of refraining from which, would be to delay or impede the ability of the parties to consummate the transaction contemplated by the Agreement; or (ii) directly or indirectly acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation could reasonably be expected to (A) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any permits, orders or other approvals of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (B) materially increase the risk of any Governmental Authority seeking an order prohibiting the consummation of the transactions contemplated hereby, (C) increase the risk of not being able to remove any such order on appeal or otherwise, or (D) delay or prevent the consummation of the transactions contemplated hereby.

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8.04 Conditions. Purchaser shall use reasonable best efforts to cause the conditions set forth in Section 2.02 to be satisfied and to consummate the transactions contemplated herein as soon as reasonably possible after the satisfaction of the conditions set forth in Article II (other than those to be satisfied at the Closing).

8.05 No Contact with Payors, Suppliers and Facilities. Prior to the Closing, Purchaser and Purchaser’s Representatives shall not contact and communicate with the employees, Payors, Facilities and suppliers of the Company and its Subsidiaries in connection with the transactions contemplated hereby without written approval of Seller, such approval not to be unreasonably withheld.

8.06 Employment and Benefit Arrangements.

(a) At Closing, the Company shall take all necessary action to (i) cancel and terminate all unexercised stock appreciation rights issued and outstanding under the terms of the Alliance Healthcare Services, Inc. 2018 Stock Appreciation Right Plan (“SAR Plan”) under the provisions of Section 6(b)(i) of the SAR Plan, and (ii) accelerate payment of all amounts owed as a retention bonus under those Plan agreements identified on Schedule 3.15(a) to be paid at Closing; provided, that all amounts required to be paid for the cancellation and termination of such stock appreciation rights (if any) and owed as retention bonus amounts shall constitute a Seller Expense for purposes of this Agreement.

(b) During the twelve month period following the Closing, the Purchaser shall cause the Company and its Subsidiaries to ensure that employees of the Company and its Subsidiaries as of the Closing Date who remain employed after the Closing Date (“Continuing Employees”), (i) receive base compensation and bonus opportunities that are no less favorable than that provided (as previously disclosed to Purchaser) immediately prior to the Closing Date, and (ii) receive benefits that are substantially comparable, in the aggregate, to those benefits provided to such Continuing Employees as of immediately prior to the Closing. Purchaser shall honor all employment, severance, termination, consulting, retirement and other compensation and benefit plans, arrangement and agreements to which the Company and/or its Subsidiaries is a party with respect to employees of the Company and its Subsidiaries, as such plans, arrangements and agreements are in effect on the date hereof, it is understood that this Section 8.06 shall not be deemed to prohibit Purchaser, the Company or any of its Subsidiaries from amending, modifying, replacing or terminating such arrangements in accordance with their terms. With respect to each Plan of the Purchaser in which Continuing Employees participate following the Closing Date (the “New Plans”), Purchaser shall, and cause the Company or its Subsidiaries to: (i) use commercially reasonable efforts to recognize, for purposes of satisfying any deductibles, co-pays and out of pocket maximums during the coverage period that includes the Closing Date, any payment made, or claims incurred by the Continuing Employees and their eligible dependents towards deductibles, co-pays and out-of-pocket maximums; (ii) recognize, for purposes of eligibility to participate, vesting, and level of benefits, all service with the Company or its Subsidiaries (as applicable) that was recognized by any Plan identified in Section 3.15(a) (provided, however, that such service shall not be recognized to the extent such recognition would result in duplication of benefits); (iii) ensure that at such time as a Continuing Employee becomes eligible to participate in any New Plans, such Continuing Employee will be immediately eligible to participate, without any waiting time, in such New Plan to the extent such Continuing Employee’s waiting time was satisfied under a similar or comparable Plan in which the Continuing Employee participated immediately before Closing; and (iv) use commercially reasonable efforts to cause all pre-existing condition exclusions or limitation and actively-at-work requirements of each New Plan to be waived or satisfied for such Continuing Employee and his or her covered dependents to the extent waived or satisfied under the analogous Plan as of the Closing. This Section 8.06 shall survive the Closing, and shall be binding on all successors and assigns of Purchaser, the Company and its Subsidiaries. Nothing contained in this Section 8.06, express or implied, is intended or shall be construed to or shall confer or impose upon or give to any Person, other than the parties to this Agreement, any rights, remedies, benefits, liabilities, or obligations under or by reason of this Agreement or any documents executed in connection with this Agreement with respect to any employee and/or Plan or New Plan matters. Additionally, nothing contained herein, express or implied, shall be construed to establish, amend or modify any New Plan or any other Plan, program, agreement or arrangement sponsored or maintained by Purchaser, the Company or any of its Subsidiaries. The parties to this Agreement acknowledge and agree that the terms set forth in this Section 8.06 shall not create any right in any employee or any other Person to any continued employment with the Purchaser, the Company, or any of its Subsidiaries or benefits of any nature or kind whatsoever or in any way limit the ability of Purchaser, the Company, or any of its Subsidiaries to terminate the employment or service of any individual at any time for any reason.

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8.07 R&W Insurance Policy. Purchaser shall provide Holdings, Company and Seller with a copy of the R&W Insurance Policy. Purchaser shall cause the R&W Insurance Policy to remain in full force and effect after the date hereof, including: (a) complying with and maintaining the R&W Insurance Policy in full force and effect, (b) paying when due all premiums, fees, costs and taxes payable thereunder, and (c) satisfying on a timely basis all conditions necessary for the issuance of or continuance of coverage under the R&W Insurance Policy. Purchaser and its Affiliates shall not terminate, cancel, amend, waive or otherwise modify the R&W Insurance Policy or any of the coverage thereunder in a manner that is materially adverse to the Seller prior to, at or at any time after the Closing.

8.08 Financing.

(a) Purchaser shall (i) use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing on the terms and conditions described in the Commitment Documents at or prior to the Closing, including using reasonable best efforts to (A) maintain in full force and effect the Commitment Documents until consummation of the transactions contemplated by this Agreement, and (B) satisfy on a timely basis (or obtain the waiver of) all conditions and covenants applicable to Purchaser in the Commitment Documents that are to be satisfied by Purchaser and to consummate the Financing at or prior to the Closing, which such reasonable best efforts shall include, for the avoidance of doubt, taking enforcement action (including through litigation) to cause the Financing Sources and other Persons committing to provide the Financing to comply with their obligations under the Commitment Documents and to fund such Financing at the Closing in accordance with the terms and subject to the conditions set forth in the Commitment Documents and (ii) comply with their obligations under the Commitment Documents. In furtherance of, and not in limitation of, the foregoing, in the event that any portion of the Financing is replaced or reduced as a result of an offering of Additional Senior Notes, then the Purchaser shall cause the proceeds of such offering to be used to consummate the transactions contemplated by this Agreement. Purchaser shall keep the Company informed on a reasonably current basis in reasonable detail of any material developments concerning the status of the Financing and Purchaser shall allow the Company to reasonably consult with the Financing Sources and providers of the Financing regarding the status of such Financing (provided, that Purchaser shall have the right to have one or more Representatives present during any such consultation). Purchaser shall provide the Company, upon reasonable request, with copies of such other reasonable information and documentation regarding the Financing as shall be reasonably necessary to allow the Company to monitor the progress of such financing activities.

(b) In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Documents, Purchaser shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain alternative financing from alternative sources in an amount sufficient, when added to the portion of the Financing that is available, to consummate the transactions contemplated by this Agreement and to pay all related fees and expenses (“Alternative Financing”) as promptly as practicable following the occurrence of such event and to obtain and provide the Company with a copy of, the new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). As applicable, references in this Agreement (other than with respect to representations in this Agreement made by Purchaser that speak as of the date hereof) (i) to “Financing” shall include Alternative Financing, and (iii) to “Commitment Documents” shall include the Alternative Financing Commitment Letter and any definitive documentation relating to any such Alternative Financing.

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(c) Purchaser shall promptly (and, in any event, within one (1) Business Day) notify the Company in writing of the occurrence of any of the following: (i) termination or expiration of any Commitment Documents, (ii) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) under any Commitment Documents by Purchaser or, to the knowledge of Purchaser, any other party to such Commitment Documents, (iii) receipt by Purchaser or any of its respective Affiliates or Representatives of any notice or other communication from any Financing Source or any other Person with respect to any (A) actual, threatened or alleged breach, default, termination or repudiation by any party to any Commitment Documents or any provision of any Commitment Documents (including any proposal by any Financing Source or other Person to withdraw, terminate or make a material change in the terms of (including the amount of Financing contemplated) the Commitment Documents) or (B) material dispute or disagreement between or among any parties to any Commitment Documents or (iv) the good faith belief by Purchaser that (A) there is (or there is reasonably likely to be) a material dispute or disagreement between or among any parties to the Commitment Documents or (B) there is a possibility that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Documents. As soon as reasonably practicable, but in any event within two (2) Business Days, Purchaser shall provide to the Company and its Representatives any and all information reasonably requested by the Company relating to any of the circumstances referred to in this Section (c).

(d) Purchaser shall not permit or consent to (i) any amendment, restatement, replacement, supplement, termination or other modification or waiver of any provision or remedy under, the Commitment Documents if such amendment, restatement, supplement, termination, modification or waiver would (A) change, expand or impose additional conditions precedent to the funding of the Financing from those set forth in the Commitment Documents on the date of this Agreement, (B) change the timing of the funding of the Financing thereunder, (C) be reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement, (D) reduce the aggregate cash amount of the Financing (including by changing the amount of fees to be paid or original issue discount of the Financing (except as a result of an offering of Additional Senior Notes where proceeds of such offering will be used to consummate the transactions contemplated by this Agreement)) or (E) otherwise adversely affect the ability of the Company or Purchaser to enforce their rights under the Commitment Documents or to consummate the transactions contemplated by this Agreement or the timing of the Closing, including by making the funding of the Financing less likely to occur (collectively, the “Restricted Commitment Letter Amendments”) or (ii) early termination of the Commitment Documents. For purposes of this Agreement (other than with respect to representations in this Agreement made by Purchaser that speak as of the date hereof), references to the “Commitment Documents” shall include such document as permitted or required by this Section 8.08 to be amended, restated, replaced, supplemented or otherwise modified or waived, in each case from and after such amendment, restatement, replacement, supplement or other modification or waiver. Any breach of the Commitment Documents by Purchaser shall be deemed a breach by Purchaser of this Agreement.

(e) If the Commitment Documents are replaced, amended, supplemented or modified, including as a result of obtaining Alternative Financing, or if Purchaser substitutes other financing for all or any portion of the Financing in accordance with this Section 8.08, Purchaser shall comply with its obligations under this Agreement, including this Section 8.08, with respect to the Commitment Documents as so replaced, amended, supplemented or modified to the same extent that Purchaser was obligated to comply prior to the date the Commitment Documents were so replaced, amended, supplemented or modified.

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8.09 Acknowledgment of Purchaser; No Reliance. Except as expressly provided in Article III, IV or V, the Company, its Subsidiaries, Holdings and Seller do not make or provide, and Purchaser hereby waives and disclaims all reliance on, any warranty or representation, express or implied, as to the quality, merchantability, as for a particular purpose, conformity to samples, or condition of Holdings’, Company’s and its Subsidiaries’ assets or any part thereto. In connection with Purchaser’s investigation of the Company and its Subsidiaries, Purchaser may have received certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties and that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Purchaser hereby acknowledges that none of Seller, Holdings, the Company or any of its Subsidiaries is making any representation or warranty with respect to such estimates, projections and other forecasts and plans, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts, and that Purchaser has not relied on any such estimates, projections or other forecasts or plans. Purchaser further agrees that (i) none of Seller, Holdings the Company, any of its Subsidiaries or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, including any confidential information memorandum or similar memoranda and presentations and any other information, document or material made available to Purchaser or its Affiliates in certain “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement, and (ii) Purchaser has not relied on any such information, or on the omission of any such information.

8.10 Oncology Business MOU. Purchaser shall negotiate in good faith with Seller to mutually agree upon the terms of a memorandum of understanding which will set out parameters of a joint venture arrangement pursuant to which the Oncology Business of the Company can be expanded into China. The expanded business in China will include a name to be determined by Seller and will be managed by the Company with Seller as the local joint venture partner. In addition, Purchaser Parent shall also grant Seller the right to serve as an advisor to the Purchaser Parent board of directors on matters of investment and expansion of Purchaser Parent’s healthcare business in China.

8.11 Registration of Closing Share Consideration.

(a) As soon as reasonably practicable following the Closing Date, Purchaser shall cause Purchaser Parent to file with the Securities and Exchange Commission (the “Commission”) (at Purchaser Parent’s sole cost and expense) a registration statement of Form F-3 (the “Registration Statement”) registering the resale of all shares issued in connection with Closing Share Consideration (the “Registrable Securities”), and Purchaser shall cause Purchaser Parent to use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the Closing Date and (ii) the fifth Business Day after the date the Purchaser Parent is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that Purchaser Parent’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Seller furnishing a completed and executed selling securityholder questionnaire in customary form to Purchaser and Purchaser Parent that contains the information required by Commission rules for a Registration Statement regarding Seller, the securities held by Seller and the intended method of disposition of the Registrable Securities to effect the registration of the Registrable Securities.

(b) Purchaser agrees that it will cause such Registration Statement or another registration statement registering the Registerable Securities held by Seller (which may be a “shelf” registration statement) to remain effective until the earlier of (i) the date on which Seller no longer owns

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any Purchaser Parent Common Shares acquired pursuant to this Agreement or (iii) the first date on which Seller can sell all of its Purchaser Parent Common Shares (or shares received in exchange therefor) without restriction under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Purchaser Parent to be in compliance with the current public information requirement under Rule 144(c)(1) or Rule 144(i)(2), as applicable (the “Registration Period”). Notwithstanding the foregoing, if the Commission prevents the Purchaser Parent from including any or all of the Registerable Securities for registration pursuant to the Registration Statement due to limitations on the use of Rule 415 under the Securities Act, such Registration Statement shall register the maximum number of Registerable Securities as is permitted to be registered by the Commission, and as promptly as practicable after being permitted to register additional Registerable Securities under Rule 415 under the Securities Act, Purchaser shall cause Purchaser Parent to amend the Registration Statement or file a new Registration Statement to register such additional Registrable Securities and cause such amendment or Registration Statement to become effective as promptly as practicable.

(c) In the case of the registration effected by Purchaser Parent pursuant to the obligations set forth in this Section 8.11, Purchaser shall cause Purchaser Parent, at its sole expense:

(i) except for such times as the Purchaser Parent is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which Purchaser Parent determines to obtain, continuously effective with respect to Seller, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions during the Registration Period;

(ii) advise Seller within five Business Days: (i) when a Registration Statement or any post-effective amendment thereto has become effective; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by Purchaser Parent of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided that Purchaser Parent shall not, when so advising Seller of such events, provide Seller with any material, nonpublic information regarding Purchaser Parent;

(iii) use its commercially reasonable efforts to cause all Registrable Securities to be listed on The Nasdaq Stock Market LLC (or any other U.S. securities exchange or market, if any) on which the Purchaser Parent Common Shares are then listed.

(d) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Seller not to sell under the Registration Statement or to suspend the effectiveness thereof, if the filing, effectiveness or continued use of any Registration Statement would require the Purchaser Parent to make any public disclosure of material non-public information, which disclosure, in the good faith determination of the board of directors of Purchaser Parent, after consultation with counsel to Purchaser Parent, (a) would be required to be made in any Registration Statement in order

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for the applicable Registration Statement not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) Purchaser Parent has a bona fide business purpose for not making such information public (each such circumstance, a “Suspension Event”); provided, however, that Purchaser Parent may not delay or suspend the Registration Statement on more than three (3) occasions or for more than sixty (60) consecutive calendar days, or more than one hundred and twenty (120) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from Purchaser Parent of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Seller agrees that it will immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until Seller receives copies of a supplemental or amended prospectus (which Purchaser Parent shall promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by Purchaser Parent that it may resume such offers and sales.

ARTICLE IX

INDEMNIFICATION

9.01 Survival.

(a) The parties hereto, intending to modify any applicable statute of limitations, each agree that:

(i) except as may be necessary for Purchaser to bring claims under the R&W Insurance Policy, the representations and warranties of Holdings, Company, Seller and Purchaser contained in this Agreement shall terminate effective as of the Closing and shall not survive the Closing, except:

(A) in respect of the Seller Group Fundamental Representations or the Purchaser Fundamental Representations (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 2.01(f) and Section 2.02(f)), which will survive Closing and continue in full force and effect without limitation of time;

(B) in the case of Fraud, which will survive Closing and continue in full force and effect without limitation of time; and

(C) any Excluded Matters which will survive Closing and continue in full force and effect for a period of 18 months following Closing;

(ii) the covenants in this Agreement shall survive the Closing in accordance with their respective terms only for such period as shall be required for the party required to perform under such covenant to complete the performance required thereby;

(each such date, the “Survival Period Termination Date”).

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(b) No Person shall be liable for any claim for indemnification under this Article IX unless written notice specifying in reasonable detail the nature of the claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the applicable Survival Period Termination Date, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of such claim only, until such claim is resolved. For the avoidance of doubt, the foregoing limits shall not impair or limit any claims made by Purchaser under the R&W Insurance Policy.

9.02 Indemnification for the Benefit of the Purchaser. Subject to Section 9.04, the Seller shall joint and severally indemnify and save each of the Purchaser and its Affiliates, shareholders, directors, officers, employees, agents, representatives and their respective successors and assigns (each, a “Purchaser Indemnified Party”) harmless of and from, and shall pay for, any Losses suffered by, imposed upon or asserted against 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 of the Seller Group Fundamental Representations;

(b) any failure of the Seller or, on or prior to the Closing, Holdings or the Company, to perform or fulfil any of their covenants or obligations under this Agreement;

(c) Fraud of the Seller; and

(d) any Excluded Matter.

9.03 Indemnification for the Benefit of the Seller. Subject to Section 9.04, the Purchaser shall indemnify and save each of the Seller and their Affiliates, shareholders, directors, officers, employees, agents, representatives and their respective successors and assigns (each, a “Seller Indemnified Party”) harmless of and from, and shall pay for, any Losses suffered by, imposed upon or asserted against 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 of the Purchaser Fundamental Representations;

(b) any failure of the Purchaser to perform or fulfil any of its covenants or obligations under this Agreement; and

(c) Fraud of the Purchaser.

9.04 Limitations on Indemnification.

(a) Seller shall not be liable for any Losses pursuant to Section 9.02(a) except to the extent such Losses exceed the Retention Amount.

(b) If Losses for which Seller is liable pursuant to Section 9.02(a) exceed the Retention Amount, the Purchaser’s sole source of recourse for the amount of such Losses exceeding the Retention Amount shall be: (i) first, by way of recourse against the R&W Insurance Policy; and (ii) second, only once such Losses exceed the applicable coverage limitations under the R&W Insurance Policy, by way of recourse against the Seller directly for the amount of any unsatisfied Losses in excess of the foregoing.

(c) An Indemnified Party shall not be entitled to double recovery for any Losses hereunder.

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(d) In no event shall the aggregate liability of the Seller or the Purchaser pursuant to this Article IX exceed the Final Purchase Price.

9.05 Notification.

(a) If a Third Party Claim is instituted or asserted against an Indemnified Party, the Indemnified Party shall promptly notify the Indemnifying Party in writing of the Third Party Claim.

(b) If an Indemnified Party becomes aware of a Direct Claim, the Indemnified Party shall promptly notify the Indemnifying Party in writing of the Direct Claim.

(c) Notice to an Indemnifying Party under this Section 9.05(c) of a Direct Claim or a Third Party Claim is assertion of a claim for indemnification against the Indemnifying Party under this Agreement.

(d) The omission to notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation to indemnify the Indemnified Party, unless the notification occurs after the expiration of the specified period set out in Section 9.01 or (and only to that extent that) the omission to notify materially prejudices the ability of the Indemnifying Party to exercise its right to defend.

9.06 Fraud and Other Remedies. The rights and remedies of the parties under this Agreement are cumulative and are without prejudice and in addition to any rights or remedies a party may have at law or in equity. In addition, nothing in this Agreement, including this Article IX, limits or restricts in any way any remedies available, or Losses payable, for claims involving Fraud.

9.07 Adjustment to Purchase Price. Any payment made by the Seller as an Indemnifying Party pursuant to this Article IX will constitute a dollar-for-dollar decrease of the Final Purchase Price and any payment made by the Purchaser as an Indemnifying Party pursuant to this Article IX will constitute a dollar-for-dollar increase of the Final Purchase Price.

ARTICLE X

TERMINATION

10.01 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of Purchaser and Seller;

(b) by Purchaser, if (i) there has been a material violation or breach by Holdings, Company or Seller of any covenant, representation or warranty contained in this Agreement, (ii) Purchaser has promptly notified Seller of such breach in reasonable detail in writing, (iii) there is a reasonable likelihood that such breach will result in the failure of any condition set forth in Section 2.01 to be satisfied as of the Bringdown Date or at Closing (as specified in Section 2.01) and (iv) such breach is incapable of cure, constitutes a breach of the obligation to consummate the Closing at the time established for the Closing pursuant to Section 1.03, or has continued without cure until the earlier of (A) thirty (30) days after delivery of such notice of breach, or (B) the Outside Date (provided that Purchaser shall not have the right to terminate pursuant to this Section 10.01(b)(iv)(B) if Seller has diligently pursued a cure to such breach as promptly as reasonably practicable and less than ten (10) Business Days have elapsed since the delivery of such notice of breach); provided, however, that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 10.01(b) if Purchaser is then in material breach of this Agreement;

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(c) by Seller if (i) there has been a material violation or breach by Purchaser of any covenant, representation or warranty contained in this Agreement, (ii) Seller has promptly notified Purchaser of such breach in reasonable detail in writing, (iii) there is a reasonable likelihood that such breach will result in the failure of any condition set forth in Section 2.02 to be satisfied as of the Bringdown Date or at Closing (as specified in Section 2.02) and (iv) such breach is incapable of cure, constitutes a breach of the obligation to consummate the Closing at the time established for the Closing pursuant to Section 1.03, or has continued without cure until the earlier of (A) thirty (30) days after delivery of such notice of breach, or (B) the Outside Date (provided that Seller shall not have the right to terminate pursuant to this Section 10.01(c)(iv)(B) if Purchaser has diligently pursued a cure to such breach as promptly as reasonably practicable and less than ten (10) Business Days have elapsed since the delivery of such notice of breach); provided, however, that Seller shall not have the right to terminate this Agreement pursuant to this Section 10.01(c) if Holdings, Seller or the Company is then in material breach of this Agreement;

(d) by Seller if (i) all of the conditions to Closing set forth in Section 2.01 have been satisfied or waived (other than those that, by their nature, are to be satisfied at the Closing), (ii) Holdings, Company and Seller have confirmed by written notice to the Purchaser that (A) all conditions set forth in Section 2.02 have been satisfied (other than those that, by their nature, are to be satisfied at the Closing) or that they would be willing to waive any unsatisfied conditions in Section 2.02, and (B) they are ready, willing, and able to consummate the transactions contemplated hereby, and (iii) the Purchaser fails to consummate the transactions contemplated hereby within thirteen (13) Business Days following the delivery of such notice;

(e) by Purchaser if (i) all of the conditions to Closing set forth in Section 2.01 have been satisfied or waived (other than those that, by their nature, are to be satisfied at the Closing), (ii) the Purchaser has confirmed by written notice to Holdings, Company and Seller that (A) all conditions set forth in Section 2.02 have been satisfied (other than those that, by their nature, are to be satisfied at the Closing) or that they would be willing to waive any unsatisfied conditions in Section 2.02, and (B) the Purchaser is ready, willing, and able to consummate the transactions contemplated hereby, and (iii) Holdings, Company and Seller fail to consummate the transactions contemplated hereby within thirteen Business Days following the delivery of such notice;

(f) by either party if the transactions contemplated hereby shall not have been consummated by the date that is 120 days after the date of this Agreement (the “Outside Date”); provided, that if the Closing shall not have occurred by the Outside Date but on that date any of the conditions set forth in Section 2.01(c), Section 2.01(d), Section 2.02(c) or Section 2.02(d) (solely as any such Section relates to any Antitrust Laws) shall not be satisfied, or the condition set forth in Section 2.01(j) shall not be satisfied or waived by the Purchaser in its sole discretion, but, in either case, all other conditions shall have been satisfied or waived (other than those that by their terms are to be fulfilled at the Closing), then the parties may, by mutual consent, elect to extend the Outside Date for an additional period ending ninety days after the Outside Date (the “Extension Date”); and provided, further, that the right to terminate this Agreement pursuant to this Section 10.01(f) shall not be available to any party whose failure to perform any of its material obligations under this Agreement has prevented the consummation of the transactions contemplated hereby;

(g) by Purchaser if there has occurred a Material Adverse Effect prior to the Bringdown Date; or

(h) by either Purchaser or Seller by delivering written notice to the other if any Governmental Authority issues an order, decree, ruling or other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated hereby and such order, decree, ruling or other action shall have become final and non-appealable prior to the Bringdown Date; provided, that the Person seeking

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to terminate this Agreement pursuant to this Section 10.01(h) (or, in the case where Seller is seeking to terminate, the Company) has fully complied with its obligations under Sections 7.03 or 8.03, as applicable. The party desiring to terminate this Agreement pursuant to clauses subsections (b) through (f) of this Section 10.01 shall give written notice of such termination to the other parties hereto.

10.02 Effect of Termination.

(a) Each party’s right of termination under this Article X is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. Nothing in this Article X limits or affects any other rights or causes of action any party may have with respect to the representations, warranties, covenants and indemnities in its favour contained in 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.

(b) If this Agreement is terminated pursuant to Section 10.01, all obligations of the parties under this Agreement will terminate, except that:

(i) each party’s obligations under Sections 8.08, 13.01, 13.02 and 13.17 will survive; and

(ii) if this Agreement is terminated by a party because of a breach of this Agreement by the other party or because a condition for the benefit of the terminating party has not been satisfied because the other party has failed to perform any of its obligations or covenants under this Agreement which are reasonably capable of being performed or caused to be performed by such party, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.

10.03 Purchaser Termination Payment.

(a) In the event of the termination of this Agreement in accordance with Section 10.01(c) or 10.01(d) (a “Termination Fee Event”), the Purchaser shall pay to the Seller a fee of $41,000,000, together with all costs and expenses of the Seller or their Affiliates related to any Actions initiated, existing or arising out of or in connection with the payment (or failure to pay) by the Purchaser of such fee (the “Purchaser Termination Fee”); provided that, there shall not be a Termination Fee Event and no Purchaser Termination Fee shall be payable in the event that, at the time of such termination, there exists (i) a failure to satisfy any of the closing conditions set out in Section 2.02(c), Section 2.02(d) or Section 2.02(e) (except where such failure was as a result of a breach of the Agreement by Purchaser), or (ii) a material breach of this Agreement by Seller, the Company or Holdings. The Purchaser shall pay the Purchaser Termination Fee within five Business Days of the Termination Fee Event having occurred in immediately available funds by wire transfer.

(b) In the event of the termination of this Agreement in accordance with Section 10.01(f) after an extension of the Outside Date (an “Antitrust Termination Fee Event”), the Purchaser shall pay to the Seller a fee of $20,500,000, together with all costs and expenses of the Seller or their Affiliates related to any Actions initiated, existing or arising out of or in connection with the payment (or failure to pay) by the Purchaser of such fee (the “Purchaser Antitrust Termination Fee”); provided that, there shall not be an Antitrust Termination Fee Event and no Purchaser Antitrust Termination Fee shall be payable in the event that such right to termination is a result of a material breach of this Agreement by Seller, the

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Company or Holdings. The Purchaser shall pay the Purchaser Antitrust Termination Fee within five Business Days of the Antitrust Termination Fee Event having occurred in immediately available funds by wire transfer. For the avoidance of doubt, not withstanding anything in this Agreement to the contrary, in no event will Seller be entitled to receive both a Purchaser Termination Fee and a Purchaser Antitrust Termination Fee.

(c) The parties acknowledge and agree that (A) the fees and other provisions of this Section 10.03 are an integral part of the transactions contemplated by this Agreement, (B) the Purchaser Termination Fee constitutes liquidated damages in a reasonable amount that will compensate the Seller for the efforts and resources expended and the opportunities foregone while negotiating this Agreement, and in reliance upon this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, and for the loss suffered by reason of the failure of such consummation, which amount would otherwise be uncertain and incapable of accurate determination, and not a penalty, and (C) without these agreements, the parties would not enter into this Agreement. Each party covenants and agrees that it will not take any position that is in any way inconsistent with the immediately preceding sentence.

(d) The parties acknowledge (on behalf of themselves and their Affiliates, Representatives and each of their former, present and future Subsidiaries, and each of their respective past, present or future general or limited partners, management companies, members, direct or indirect stockholders or equity holders or controlling Persons, or any successor or assign of any of the foregoing) that the payment by the Purchaser of the Purchaser Termination Fee in accordance with Section 10.03 represents the sole and exclusive liability and remedy of the Purchaser, the Financing Sources, their respective Affiliates and their respective Representatives to the Seller, the Company, Holdings and their respective Affiliates and Representatives and each of their former, present and future Subsidiaries, and each of their respective past, present or future general or limited partners, management companies, members, direct or indirect stockholders or equity holders or controlling Persons, or any successor or assign of any of the foregoing on account of the Termination Fee Event.

ARTICLE XI

ADDITIONAL COVENANTS

11.01 Tax Matters.

(a) Transfer Taxes. Any transfer, documentary, sales, use, registration and real property transfer or gains tax, stamp tax, excise tax, stock transfer tax, or other similar Tax imposed on any Purchased Company or Seller as a result of the transactions contemplated by this Agreement (collectively, “Transfer Taxes”), and any penalties or interest with respect to the Transfer Taxes, shall be paid one-half by the Purchaser and one-half by the Seller on behalf of the Seller. The party required by Law to file a Tax Return with respect to such Transfer Taxes shall do so in the time and manner prescribed by Law, and the non-filing party shall promptly reimburse the filing party for its share of any Transfer Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Transfer Taxes.

(b) No Section 338 or 336 Election. Purchaser and its Affiliates shall not make any election under Section 338 of the Code or Section 336 of the Code (or any similar provisions under state, local, or foreign Law) with respect to the acquisition of the Purchased Companies.

(c) Records. Purchaser and the Seller, on behalf of the Seller, shall cooperate, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Returns of or with respect to any Purchased Company or its respective operations, and any inquiry, audit, examination, hearing, trial, appeal, or other administrative or judicial proceeding with respect to any Taxes or Tax Return of the Company or any Subsidiary (a “Tax Contest”). Such cooperation shall include obtaining and providing appropriate forms, retaining and providing records and information that are reasonably relevant to any such Tax Return or Tax Contest.

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(d) FIRPTA. At the Closing, Holdings shall provide Purchaser with a certificate satisfying the requirements of Treasury Regulations Section 1.1445-2(c)(3). Following the Closing, Purchaser shall provide the Seller with a copy of proof of mailing to the U.S. Internal Revenue Service of a notice satisfying the requirements of Treasury Regulations Section 1.897-2(h)(2).

(e) Post-Closing Actions. Prior to the final determination of Purchase Price pursuant to Section 1.05, Purchaser and each of its affiliates shall not, and shall not cause any Purchased Company to (i) make (outside of the ordinary course of business), change or revoke any Tax election with respect to any Pre-Closing Tax Period, (ii) settle or compromise any Tax audit, litigation or similar proceeding with respect to Taxes for any Pre-Closing Tax Period, (iii) enter into any voluntary disclosure agreement with a taxing authority or (iv) except to the extent required by applicable law, make any change in accounting method with respect to any Pre-Closing Tax Period, in each case, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed).

(f) Straddle Periods. In the case of any Straddle Period, the amount of any Taxes based on or measured by income, receipts, or payroll of Holdings and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date, and the amount of other Taxes of Holdings and its Subsidiaries for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period. Exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a daily basis and Taxes that are computed on a periodic basis, such as property Taxes, shall also be apportioned on a daily basis.

(g) Push-Out Elections. The Seller acknowledges that the Purchaser shall cause each Purchased Company and Joint Venture Entity to make a “push out” election pursuant to Section 6226 of the Code (or any analogous provision of state, local or foreign Tax Law).

11.02 Interventional Sale Receivables. At Closing, the Operational Companies and any Affiliate shall assign to Seller all of their respective rights and obligations with respect to (a) proceeds from receivables from the sale of interventional segment businesses in Arizona and Florida set forth on Schedule 11.02(a), (b) proceeds (including, without limitation, both interest and principal) from the repayment of certain loans made to physician loans by Operational Companies set forth on Schedule 11.02(b) or (c) any liabilities incurred in connection with or as a result of sale of the Company’s interventional segment businesses in Arizona and Florida, including the liabilities for unpaid balances associated with the lease liability of cease-use and sublease losses on properties incurred in connection with or as a result of such sales set forth on Schedule 11.02(c). Purchaser hereby agrees that, after Closing, upon receipt by any Operational Company or any Affiliate of proceeds contemplated in items (a) and (b) above, Purchaser shall cause such proceeds, net of the liabilities contemplated in item (c) above, to be set aside and such net proceeds to be paid to Seller in a timely manner. Purchaser shall use commercially reasonable efforts to cause any such proceeds contemplated in items (a) and (b) above to be collected in a timely manner and agrees to cause the Operational Companies to take such actions to collect any such proceeds as reasonably requested or directed by Seller; provided that, any external fees incurred at the direction of Seller, or any advisor costs incurred by any of the Operational Companies at the direction of Seller, in each case in connection with the collection of such proceeds, shall be borne by Seller at its sole expense.

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11.03 Further Assurances. From time to time, as and when requested by any party hereto and at such party’s expense, any other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement.

11.04 Disclosure Generally. All Disclosure Schedules attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules.

ARTICLE XII

DEFINITIONS

12.01 Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below:

“Accrued Tax Liability” means an amount equal the sum of (i) the amount of any “applicable employment taxes” as defined in Section 2302(d) of the CARES Act that any of the Purchased Companies or Joint Venture Entities has elected to defer pursuant to Section 2302 of the CARES Act and any deferred employee payroll tax obligations (including those imposed by Sections 3101(a) and 3201 of the Code) pursuant to or in connection with the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, dated August 8, 2020 or Notice 2020-22, in each case, that have not been paid as of the Closing (provided that, any such amount with respect to the Joint Venture Entities shall be multiplied by the applicable Joint Venture Ownership Percentage), (ii) the amount of the liability for income Taxes of the Purchased Companies and Joint Venture Entities on a combined basis, separately calculated for each Purchased Company and Joint Venture Entity in each applicable taxing jurisdiction (which amount of Tax liabilities shall not be less than zero in the aggregate or in respect of any applicable taxing jurisdiction for any Purchased Company or Joint Venture Entity, with respect to Pre-Closing Tax Periods and that is unpaid as of the Closing Date (provided that, any such amount with respect to the Joint Venture Entities shall be multiplied by the applicable Joint Venture Ownership Percentage); and (iii) any income Taxes relating to the repurchase and redemption of all outstanding Warrants of the Company; provided that clauses (ii) through (iii) hereof will only apply to Taxes for applicable Pre-Closing Tax Periods with respect to which Holdings has not filed its federal income Tax Return. The calculation of clause (ii) and (iii) hereof shall (A) exclude any deferred Tax liabilities and deferred Tax assets, (B) take into account estimated (or other prepaid) tax payments made as of the Closing Date only to the extent such payments have the effect of reducing (not below zero) the particular current income Tax in respect of which such payments were made, (C) take into account the Transaction Tax Deductions to the extent permitted by applicable Tax Law, but only to the extent such deductions have the effect of reducing (not below zero) a particular income Tax liability, (D) exclude any Taxes incurred as a result of actions taken (or caused to be taken) by the Purchaser or its Affiliates (including, following the Closing, the Purchased Companies) on the Closing Date after the Closing outside the ordinary course of business and not specified in this Agreement, and (E) be in accordance with past practice, unless otherwise required by applicable Law. In the case of any Straddle Period, the Accrued Tax Liability shall include an amount equal to the Taxes for the Straddle Period allocated to the portion of the Straddle Period ending on and including the Closing Date, determined using the conventions set forth in Section 11.01(f).

“Acquisition Transaction” has the meaning set forth in Section 7.05.

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“Action” means any claim, action, cause of action or suit (whether in contract or tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, investigation, audit, hearing, complaint, demand or proceeding to, from, by or before any Governmental Authority or any other arbiter, including any arbitrator, mediator or any other dispute resolution panel or body (whether or not involving any Governmental Authority).

“Additional Senior Notes” has the meaning set forth in Section 7.06(a).

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

“Agreed Capital Lease Amount: means the following as determined at the Measurement Time (i) the liabilities for capitalized leases and equipment debt for the Company and its Subsidiaries; and (iii) the liabilities for capitalized leases and equipment debt for the Joint Venture Entities (multiplied by the applicable Joint Venture Ownership Percentage).

“Agreement” means this Share Purchase Agreement dated as of June 25, 2021, made by and among the Purchaser, Holdings, Company and the Seller.

“Alternative Financing” has the meaning set forth in Section 8.08(a).

“Alternative Financing Commitment Letter” has the meaning set forth in Section 8.08(a).

“Bringdown Date” means the fourth Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Article II hereof (other than those to be satisfied at the Closing, but subject to the satisfaction of those conditions).

“Business” shall mean the business of the Operational Companies as conducted on the date hereof.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which banks are not required or authorized to be closed in San Francisco, California.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act (Public Law 116-136), as amended from time to time and any similar or successor legislation, executive order or executive memo relating to COVID-19 pandemic, as well as any applicable guidance issued thereunder or relating thereto (including, without limitation, IRS Notice 2020-65, 2020-38 IRB, and the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing Covid-19 Disaster, dated August 8, 2020), Notice 2021-11, or issued by the U.S. Small Business Administration (the “SBA”) or any other Governmental Authority in connection therewith, and any subsequent legislation intended to address the consequences of the COIVD-19 pandemic, including the Consolidated Appropriation Act, 2021, in each case as in effect from time to time.

“CARES Funds” has the meaning set forth in Section 3.25(a).

“Change in Control” means, with respect to a Person, (i) the closing of a merger, consolidation, liquidation or reorganization of such Person into or with another company or other legal person, after which merger, consolidation, liquidation or reorganization the capital stock of such Person outstanding prior to consummation of the transaction is not converted into or exchanged for or does not represent more than 50% of the aggregate voting power of the surviving or resulting entity; (ii) the direct or indirect acquisition by any other Person of more than 50% of the voting equity of such Person, in a single or series of related transactions; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of such Person.

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“Charter” shall mean the Company’s Certificate of Incorporation.

“Closing” has the meaning set forth in Section 1.02(a).

“Closing Balance Sheet” has the meaning set forth in Section 1.05(b).

“Closing Date” has the meaning set forth in Section 1.02(a).

“Closing Share Consideration” means such number of Purchaser Parent Common Shares equal to 19.99% of the Purchaser’s issued and outstanding Purchaser Parent Common Shares immediately prior to the date hereof, priced on the basis of the volume-weighted average trading price of such Purchaser Parent Common Shares on the NASDAQ Capital Market for the five trading days ending on the trading day immediately prior to the date hereof.

“Closing Share Consideration Amount” means the aggregate dollar value of the Closing Share Consideration issued on Closing, being the product of: (i) the Closing Share Consideration, and (ii) the volume-weighted average trading price of such Purchaser Parent Common Shares on the NASDAQ Capital Market for the five trading days ending on the trading day immediately prior to the date hereof.

“Closing Payment Amount” means an amount equal to the Estimated Purchase Price less the Warrant Repurchase Amount.

“Closing Transaction” has the meaning set forth in Section 1.02(a).

“Code” has the meaning set forth in Section 3.15(c).

“Commitment Documents” has the meaning set forth in Section 6.08(a).

“Common Stock” means the Common Stock, par value $0.01 per share, of Holdings.

“Company” means Alliance HealthCare Services Inc., a Delaware corporation.

“Company Cash” means (i) with respect to the Company and its Wholly-Owned Subsidiaries, the sum of the fair market value (if denominated in a currency other than United States dollars, expressed in United States dollars calculated based of the relevant currency exchange rate in effect (as published in The Wall Street Journal) as of the Measurement Time) of all cash and cash equivalents held by the Company and its Wholly-Owned Subsidiaries, excluding Restricted Cash and (ii) with respect to the Joint Venture Entities, the sum of the fair market value (if denominated in a currency other than United States dollars, expressed in United States dollars calculated based of the relevant currency exchange rate in effect (as published in The Wall Street Journal) as of the Measurement Time) of all cash and cash equivalents held by each Joint Venture Entity multiplied by the applicable Joint Venture Ownership Percentage, excluding Restricted Cash, in each case, as of the Measurement Time and as set forth in the Statement of Accounting Principles attached as Exhibit C hereto.

“Company Employees” has the meaning set forth in Section 3.22(b).

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“Company Indebtedness” means, without duplication and with respect to any Person, as of the Measurement Time, all Indebtedness of the Company outstanding under (i) the First Lien Credit Agreement, dated as of October 24, 2017, among the Company, Holdings, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, as amended, restated, supplemented and/or otherwise modified from time to time, (ii) the Second Lien Credit Agreement, dated as of October 24, 2017, among the Company, Holdings, the lenders from time to time party thereto and Wilmington Trust, National Association, as administrative agent and as collateral agent, as amended, restated, supplemented and/or otherwise modified from time to time, and (iii) any swap or hedge arrangements of the Company; in each case, as determined at the Measurement Time in accordance with the Accounting Principles, and as set forth in Exhibit C hereto.

“Compliance Requirements” means, with respect to the Required Financial Information, that: (i) such Required Financial Information does not contain any untrue statement of a material fact regarding the Company and its Subsidiaries or omit to state any material fact regarding the Company and its Subsidiaries necessary to make such information not materially misleading, when taken as a whole, in light of the circumstances under which such statements have been made; (ii) the Company’s auditors have not withdrawn, or advised the Company or its Affiliates in writing that they intend to withdraw, any audit opinion on any of the audited financial statements contained in such Required Financial Information (it being understood that the Required Financial Information will satisfy the Compliance Requirements if the applicable independent auditor have delivered an unqualified audit opinion with respect to such financial statements and the applicable Required Financial Information has been amended); (iii) the Company has not publicly announced its intention to restate any financial statements included in such Required Financial Information (it being understood that such information will be compliant in respect of this clause (iii) if and when such restatement is completed or the Company has publicly announced that is has determined no such restatement is required); (iv) such Required Financial Information is, and remains throughout the Marketing Period, compliant in all material respects with all applicable requirements of Regulations S-K and S-X under the U.S. Securities Act applicable to offerings of non-convertible debt securities on a registration statement on Form S-1 (excluding segment reporting that is in addition to the Company’s current reporting of segments and information required by Rule 3-05, Rule 3-09, Rule 3-10 and Rule 3-16 of Regulation S- X (provided that information with respect to assets, liabilities, revenue and EBITDA with respect to non- guarantors in the aggregate shall be provided) and Item 402(b) of Regulation S-K and excluding any such other requirements that are not customarily included in an offering of debt securities under Rule 144A), and is as of a date that would permit a registration statement of Form S-1 for the offering of non-convertible debt securities by a non-accelerated filer using such financial information and financial statements provided at the commencement of the Marketing Period to be declared effective by the SEC throughout the Marketing Period; and (v) the financial statements and other financial information included in such Required Financial Information are sufficient to permit the Company’s independent auditor to issue a customary “comfort” letter as of such date with respect to such financial statements and financial information to the financing sources providing the portion of the Financing consisting of debt securities (including customary “negative assurance” comfort) in order to consummate an offering of debt securities as is customary for Rule 144A underwritten offerings of high-yield debt securities and such auditors have delivered drafts of customary comfort letters, including, customary negative assurance comfort with respect to periods following the end of the latest fiscal documents, and such auditors have confirmed they are prepared to issue any such comfort letter upon each of any pricing date occurring during the Marketing Period and any closing date occurring during the Marketing Period.

“Confidentiality Agreement” has the meaning set forth in Section 7.02.

“Contingent Workers” has the meaning set forth in Section 3.22(b).

“Continuing Employees” has the meaning set forth in Section 8.06.

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“Contractual Obligation” means, with respect to any Person, any contract, agreement, deed, mortgage, lease, sublease, license, commitment, promise, undertaking, arrangement or understanding, whether written or oral, or other document or instrument to which or by which such Person is a party or otherwise subject or bound or to which or by which any property, business, operation or right of such Person is subject or bound.

“COVID-19” shall mean the novel coronavirus, SARS-CoV-2 or COVID-19 (and all related strains and sequences), including any intensification, resurgence or any evolutions or mutations thereof, and/or related or associated epidemics, pandemics, disease outbreaks or public health emergencies.

“COVID-19 Actions” shall mean reasonable actions taken (or not taken) in good faith by the Operational Companies (x) in response to COVID-19 (a) to protect the health and safety the Operational Companies’ employees and other individuals having dealings with the Operational Companies or (b) in response to business disruptions caused by COVID-19 or (y) pursuant to any Law, directive, pronouncement or guideline issued by a Governmental Authority, the World Health Organization or industry group providing for restrictions that relate to, or arise out of, COVID-19 (including any shelter in place, stay at home or similar orders or guidelines).

“Customers” means those Persons, including patients, hospitals, health systems, physicians, physician practices and other providers, operators or management or similar companies, for whom the Company or its Subsidiaries has provided or does provide products or services in connection with the Business.

“D&O Claim” has the meaning set forth in Section 8.02(b).

“D&O Indemnified Persons” has the meaning set forth in Section 8.02(a).

“Debt Commitment Letters” has the meaning set forth in Section 6.08.

“Designated Contact” has the meaning set forth in Section 7.02.

“Direct Claim” means any cause, matter, thing, act, omission or state of facts not involving a Third Party Claim which entitles an Indemnified Party to make a claim for indemnification under this Agreement.

“Disclosure Schedules” has the meaning set forth in Article III.

“Dispute Resolution Firm” has the meaning set forth in Section 1.05(b).

“Enterprise Value” has the meaning set forth in Section 1.02(a).

“Environmental Laws” means all applicable federal, state and local Laws enacted and in effect on or prior to the Closing Date concerning occupational health and safety (to the extent relating to exposure to Hazardous Materials), pollution or protection of the environment, including all such Laws relating to the emission, discharge, release or threatened release of any Hazardous Materials into ambient air, surface water, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any Hazardous Materials.

“ERISA” has the meaning set forth in Section 3.15(a).

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“ERISA Affiliate” means, with respect to any Operational Company, any trade or business treated as a single employer with such Operational Company under Section 414(b) or (c) of the Code or Section 40001(b)(1) of ERISA.

“Estimated Agreed Capital Lease Amount” has the meaning set forth in Section 1.05(a).

“Estimated Company Cash” has the meaning set forth in Section 1.05(a).

“Estimated Company Indebtedness” has the meaning set forth in Section 1.05(a).

“Estimated Net Working Capital” has the meaning set forth in Section 1.05(a).

“Estimated Purchase Price” has the meaning set forth in Section 1.02(a).

“Estimated Seller Expenses” has the meaning set forth in Section 1.05(a).

“Excluded Matters” means those matters set forth in Schedule 12.01.

“Facilities” means any facility or location where any of the Operational Companies provides or arranges for the provision of Radiology and Oncology Services.

“Federal Health Care Program” means any “federal health care program” as defined in 42

U.S.C. § 1320a-7b(f), including Medicare, state Medicaid programs, state CHIP programs, TRICARE and similar or successor programs with or for the benefit of any Governmental Authority.

“Final Purchase Price” has the meaning set forth in Section 1.05(b).

“Financial Statements” has the meaning set forth in Section 3.06(a).

“Financing” has the meaning set forth in Section 6.08.

“Financing Sources” means any person that commits to provide, or otherwise enters into agreements with the Purchaser or its affiliates in connection with, the Financing, including the Commitment Documents, any joinders to such letters or any definitive documentation relating thereto, together with such Person’s Affiliates and it and such Affiliates’ officers, directors, employees, members, managers and representatives involved in the Financing, and their successors and assigns.

“Financing Transactions” has the meaning set forth in Section 7.06(a).

“Fraud” means an act in the making of a specific representation or warranty expressly set forth in Articles III, IV , V or VI of this Agreement or any schedule, exhibit or document provided pursuant to this Agreement, with intent to deceive another party, and to induce him, her or it to enter into this Agreement and requires: (i) an intentional false representation expressly set forth in Articles III, IV , V or VI of this Agreement or any schedule, exhibit or document provided pursuant to this Agreement; (ii) actual knowledge that such representation or warranty is false (as opposed to any fraud claim based on constructive knowledge, negligence or a similar theory) or a reckless disregard as to the truth or falsity of such representation or warranty; (iii) an intention to induce the party to whom such representation or warranty was made to act or refrain from acting in reliance upon it; (iv) causing that party, in reliance upon such false representation or warranty and with ignorance to the falsity of such representation or warranty, to take or refrain from taking action; and (v) causing such party to suffer damage by reason of such reliance.

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“GAAP” means generally accepted accounting principles, policies, practices and procedures in the United States.

“Government Official” means any official, employee or any other similar person acting in an official capacity for any Governmental Authority.

“Governmental Authority” means any federal, state, local, foreign or other governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“Hazardous Materials” means any chemicals, pollutants, contaminants or hazardous or toxic materials, substances or wastes in each case regulated on or prior to the Closing Date for their hazardous, toxic, dangerous or deleterious properties or characteristics.

“Health Care Laws” means all Laws relating to health care providers and health care facilities applicable to any of the Operational Companies or Joint Venture Entities, including those relating to participation in Federal Health Care Programs, the practice of medicine, institutional and professional licensure, pharmacology and the securing, administering and dispensing of drugs, devices, controlled substances, contrast media and other radiopharmaceuticals, medical documentation and physician orders, medical record retention, radiation therapy, laboratory services, diagnostic imaging and testing, unprofessional conduct, fee-splitting, referrals, patient brokering, kickbacks, billing and submission of false or fraudulent claims, claims processing, quality, safety, medical necessity, medical privacy and security, patient confidentiality and informed consent, the hiring of employees or acquisition of services or supplies from Persons excluded from participation in Federal Health Care Programs, standards of care, quality assurance, risk management, utilization review, peer review, mandated reporting of incidents, occurrences, diseases and events, advertising or marketing of health care services, and the enforceability of restrictive covenants on health care providers, including Medicare, Medicaid, CHIP, the TRICARE laws (10 U.S.C.

§ 1071, et seq.), the False Claims Act (31 U.S.C. § 3729, et seq.), the Civil Monetary Penalties Law (42

U.S.C. § 1320a-7a), federal and state anti-kickback statutes (including 42 U.S.C. § 1320a–7b), federal and state referral Laws (including 42 U.S.C. §1395nn and N.J. Stat. Ann. § 45:9-22.4 et seq.), criminal false claims statutes (e.g. 18 U.S.C. §§ 287 and 1001), the Program Fraud Civil Remedies Act of 1986 (31 U.S.C.

§3801, et seq.), the Beneficiary Inducement Statute (42 U.S.C. §1320a– 7a(a)(5)), the Emergency Medical Treatment and Active Labor Act (42 U.S.C. § 1395dd), the Clinical Laboratory Improvement Act (42

U.S.C. § 263a, et seq.), the Confidentiality of Alcohol and Drug Abuse Patient Records Act (42 U.S.C. § 290ee-3, et seq.), the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (P.L. 108- 173, 117 Stat. 2066), the Food, Drug and Cosmetic Act of 1938 (21 U.S.C. § 301, et seq.), the Prescription Drug Marketing Act of 1987 (P.L. 100-293, 102 Stat. 95), the Controlled Substances Act (21 U.S.C. § 801, et seq.) and, in each case, the rules and regulations promulgated under the foregoing statutes.

“Health Care Look Back Date” means January 1, 2016.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, the regulations issued pursuant thereto, and any guidance issued by the U.S. Department of Health and Human Services interpreting the foregoing.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

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“Indebtedness” means, without duplication and with respect to any Person, as of immediately prior to Closing on the Closing Date, the amount of (i) any indebtedness for borrowed money,

(ii) any indebtedness evidenced by any note, bond, debenture or other debt security, (iii) any indebtedness guaranteed by such Person, (iv) any indebtedness or liabilities secured by a lien on such Person’s assets,

(v) any indebtedness in respect of letters of credit and bankers’ acceptances, to the extent drawn, (vi) all accrued interest, fees or other similar obligations (including any prepayment penalties, premiums, breakage costs, fees and other costs and expenses associated with repayment) related to the foregoing clauses (i)-(v),

(vii) the Accrued Tax Liability, and (viii) all obligations arising under any interest rate swap or currency hedging arrangements or other similar financial instruments or derivative arrangements.

“Indemnified Party” means, as the context requires, one or both of a Purchaser Indemnified Party or a Seller Indemnified Party.

“Indemnifying Party” means a party against which a claim may be made for indemnification under this Agreement, including pursuant to Article IX.

“Intellectual Property” means all rights, title and interests in and to all intellectual property rights of every kind and nature, however denominated throughout the world, including rights in (a) patents, copyrights, mask work rights, technology, know-how, processes, trade secrets, algorithms, inventions, works, proprietary data, databases, formulae, research and development data and computer software or firmware, (b) trademarks, trade names, service marks, service names, brands, trade dress and logos, and the goodwill associated therewith, (c) domain names, rights of privacy and publicity, moral rights, and proprietary rights of any kind or nature, however denominated, throughout the world in all media now known or hereafter created and (d) any and all registrations, applications, recordings, licenses, common- law rights and Contractual Obligations relating to any of the foregoing; and (e) all Actions and rights to sue at law or in equity for any past or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions or other extensions of legal protections pertaining thereto.

“Joint Venture Entity” means any corporation, organization or entity in which the Company directly or indirect holds any joint venture interest or other equity ownership interest, other than a Subsidiary.

“Joint Venture Ownership Percentage” means the applicable percentage of joint venture interest or other equity ownership interest of any Joint Venture Entity that is directly or indirectly held by the Company.

“knowledge of the Company”, “to the Company’s knowledge” or other similar phrases shall mean the actual knowledge of Rhonda Longmore-Grund, Bill Larkin, Tracy Wiese, Rich Jones, Doug McCracken, Gina Bonica and Richard Johns, or the knowledge such Persons would have possessed after reasonable inquiry of their direct reports.

“Latest Balance Sheet” has the meaning set forth in Section 3.063.06(a).

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Leased Real Property” has the meaning set forth in Section 3.09(b).

“Liens” means liens, security interests, charges or encumbrances.

“Look Back Date” means January 1, 2018.

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“Loss(es)” means any losses, liabilities, damages or expenses (including legal fees and expenses), whether resulting from an action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Governmental Authority, or a cause, matter, thing, act, omission or state of facts not involving a third party. “Losses” does not include, and neither Purchaser nor Seller shall not be entitled to seek or recover from each other, any consequential, indirect or punitive losses, except to the extent paid to a third party.

“Marketing Period” means the first period of fifteen (15) consecutive Business Days following the date hereof (and throughout the Marketing Period the Compliance Requirements have been satisfied; provided that if the Compliance Requirements at any time fail to be satisfied, then the Marketing Period will not be deemed to have commenced and the Marketing Period will only commence when the Compliance Requirements are once again satisfied); provided further that the Marketing Period shall end on any earlier date on which the Financing is consummated. Notwithstanding anything to the contrary contained herein, the parties hereto agree and acknowledge that the Marketing Period shall end no later than forty-five (45) days after the date hereof.

“Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, has, or would reasonably be expected to have, a material adverse effect upon the financial condition, business, assets or results of operations of the Company and its Subsidiaries taken as a whole; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: any adverse change, effect, event, occurrence, state of facts or development attributable to (i) the announcement or pendency of the transactions contemplated by this Agreement; (ii) conditions affecting the industry in which the Company and its Subsidiaries participate that are not unique to the Company and its Subsidiaries, the U.S. economy as a whole or the capital markets in general or the markets in which the Company and its Subsidiaries operate; (iii) the taking of any action required by, this Agreement; (iv) any change in applicable Laws or the interpretation thereof; (v) any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Authority affecting a national or federal government as a whole; (vi) any change in GAAP; (vii) the commencement, continuation or escalation of a war, material armed hostilities or other material international or national calamity or act of terrorism directly or indirectly involving the United States of America or other country in which the Business operates; (viii) changes in, or effects arising from or relating to, any earthquake, hurricane, tsunami, tornado, flood, mudslide or other natural disaster, weather condition, explosion or fire or other force majeure event; (ix) epidemics, pandemics, other outbreaks of infectious disease (including in each of the foregoing, COVID-19), including in each case any quarantine restrictions (including any shelter in place, stay at home or similar orders or guidelines), or any escalation or worsening of any of the foregoing, or any action, Law or guideline taken or promulgated by any Governmental Authority, the World Health Organization or industry group in response to any of the foregoing (including COVID-19 Actions); and (x) the failure of the Company and its Subsidiaries to meet or achieve the results set forth in any internal projection; except, in the case of clauses (vii) through (ix), to the extent such changes or effects would have a materially disproportionate effect on the Operational Companies compared to other Persons in the industries and geographic regions in which the Operational Companies conduct their business.

“Material Contract” has the meaning set forth in Section 3.11(a).

“Material Customer” has the meaning set forth in Section 3.23(a).

“Material Payor” has the meaning set forth in Section 3.23(a).

“Material Supplier” has the meaning set forth in Section 3.23(a).

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“Medicare Advanced Payment Program” has the meaning set forth in Section 3.25(a).

“Measurement Time” shall mean 11:59 p.m. San Francisco, California time on the day immediately prior to the Closing Date.

“Negative Adjustment Amount” has the meaning set forth in Section 1.05(c)(ii).

“Net Working Capital” means “Net Working Capital” as of the Measurement Time and as set forth in the Statement of Accounting Principles attached as Exhibit C hereto.

“New Plans” has the meaning set forth in Section 8.06.

“Objections Statement” has the meaning set forth in Section 1.05(b).

“OIG” has the meaning set forth in Section 3.18(a).

“Operational Companies” means, collectively, the Company and each of its Subsidiaries and “Operational Company” means any one of the foregoing.

“Outside Date” has the meaning set forth in Section 10.01(f).

“Payors” means all health care service plans, health insurers, health maintenance organizations and/or other private or governmental third-party payors.

“PCI DSS” means the Payment Card Industry Data Security Standard.

“Permits” means, with respect to any Person, any license, franchise, permit, consent, approval, right, privilege, certificate or other similar authorization issued by, or otherwise granted by, any Governmental Authority or any other Person to which or by which such Person is subject or bound or to which or by which any property, business, operation or right of such Person is subject or bound.

“Permitted Liens” means (i) statutory liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by Holdings and its Subsidiaries and for which adequate reserves have been established in accordance with GAAP; (ii) mechanics’, carriers’, workers’, repairers’, landlords’ and similar statutory liens arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, individually or in the aggregate, significant; (iii) zoning, entitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over the Leased Real Property which are not violated by the current use and operation of the Leased Real Property; (iv) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the Leased Real Property which do not materially impair the occupancy or use of the Leased Real Property for the purposes for which it is currently used or proposed to be used in connection with the Business; (v) public roads and highways; (vi) matters which would be disclosed by an inspection or accurate survey of each parcel of real property; (vii) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation; (viii) liens arising in connection with sales of foreign receivables; (ix) liens on goods in transit incurred pursuant to documentary letters of credit; (x) purchase money liens and liens securing rental payments under capital lease arrangements; (xi) licenses to Intellectual Property; (xii) other liens arising in the ordinary course of business and not incurred in connection with the borrowing of money; and (xiii) Liens set forth on Schedule 12.01.

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“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Authority or any department, agency or political subdivision thereof.

“Personal Information” means Protected Health Information, Social Security Numbers, financial account numbers, driver’s license numbers or state identification numbers, or other “personal information” or similar terms such as “personally identifiable information,” as defined by applicable Laws.

“Plan” or “Plans” has the meaning set forth in Section 3.15(a).

“Positive Adjustment Amount” has the meaning set forth in Section 1.05(c)(i).

“Post-Closing Tax Period” means any Tax period beginning after the Closing Date and, with respect to a Straddle Period, the portion of such Tax period beginning after the Closing Date.

“Post-Closing Representation” has the meaning set forth in Section 13.18.

“PPP” has the meaning set forth in Section 3.25(a).

“Pre-Closing Representation” has the meaning set forth in Section 13.18.

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and, with respect to a Straddle Period, the portion of such Tax period ending on the Closing Date.

“Preliminary Closing Statement” has the meaning set forth in Section 1.05(b).

“Prior Company Counsel” has the meaning set forth in Section 13.18.

“Privacy Laws” means all Laws, to the extent not preempted by HIPAA, that govern the privacy, security, or confidentiality of Personal Information. Without limiting the generality of the foregoing, “Privacy Laws” also includes the Telephone Consumer Protection Act, 47 U.S.C. § 227, as amended, the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. §§ 6101-6108, as amended, all State Law equivalents of and implementing regulations.

“Protected Health Information” has the meaning set forth at 45 C.F.R. § 160.103.

“Proprietary Information” has the meaning set forth in Section 3.12(c).

“Provider” has the meaning set forth in Section 3.18(a).

“Public Statement” has the meaning set forth in Section 13.01.

“Purchased Companies” means, collectively, Holdings, Company and each of the

Subsidiaries.

“Purchaser” means Akumin Corp., a Delaware corporation.

“Purchaser Fundamental Representations” means the representations and warranties of the Purchaser set forth in Section 1.1.1(a) (Closing Share Consideration).

“Purchaser Indemnified Party” has the meaning set forth in Section 9.02.

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“Purchaser Parent” means Akumin Inc.

“Purchaser Parent Common Shares” means the common shares in the capital of Purchaser Parent.

“Purchaser Termination Fee” has the meaning set forth in Section 10.03(a).

“Purchaser’s Representatives” has the meaning set forth in Section 7.02.

“R&W Insurance Policy” shall mean that certain representations and warranties insurance policy dated the date hereof and issued by Ethos Specialty Insurance Services LLC for the benefit of Purchaser, as the named insured.

“Radiology and Oncology Services” means the provision of professional radiology and oncology services (including any subspecialty thereof), radiology and oncology related equipment, and/or radiology and oncology related consulting.

“Representative” means, with respect to any Person, any officer, director, principal, partner, manager, attorney, accountant, agent, employee, consultant, financial or other advisor or other authorized representative of such Person.

“Restricted Cash” means any amounts that are subject to restriction, limitations, or Taxes on the use or distribution thereof under applicable Law or under Contractual Obligations, including, without limitation, restrictions on dividends and repatriations or any other form of restriction.

“Required Financial Information” has the meaning set forth in Section 7.06(a).

“Restricted Commitment Letter Amendments” has the meaning set forth in Section 8.08(d).

“Restrictive Covenant Agreement” has the meaning set forth in Section 2.01(o).

“Retention Amount” means $6,150,000.

“Schedule” has the meaning set forth in Article III.

“Seller” means Thaihot Investment Co., LTD.

“Seller Group Fundamental Representations” means the representations and warranties of the Company, Seller and Holdings set forth in Sections 3.05 (Capitalization), 4.06 (Title to Shares), 4.08 (No Other Agreements to Purchase), 5.06(b) (Other Matters) and 5.07 (No Other Agreements to Purchase).

“Seller Indemnified Party” has the meaning set forth in Section 9.03.

“Seller Pre-Closing Communications” has the meaning set forth in Section 13.18.

“Seller Expenses” means, with respect to the Company and its Subsidiaries, the Seller or their respective Affiliates, and any Joint Venture Entities (to the extent applicable), without duplication and to the extent unpaid at the Measurement Time, the aggregate amount of any fees and expenses payable by the Company or any Subsidiary, the Seller or their respective Affiliates or any Joint Venture Entities, arising from, incurred in connection with or triggered by or incidental to this Agreement and the transaction contemplated hereby, including, without limitation (i) all unpaid fees and expenses of attorneys, investment bankers, accountants and other professional advisors, including, without limitation, the fees and expenses of which, in each case, have been incurred or otherwise payable by the Company or its Subsidiaries or any Joint Venture Entities in connection with the preparation, execution and consummation of this Agreement,

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(ii) any sale, change of control or similar bonuses payable to any current or former employees of the Company or its Subsidiaries or any Joint Venture Entities solely as a result of the consummation of the transactions contemplated by this Agreement, including any payment associated with unexercised stock appreciation rights and any retention or similar bonuses or payments, (iii) the employer portion of employment, social security, or payroll Taxes payable by Holdings or its Subsidiaries or the Company or its Subsidiaries or any Joint Venture Entities in connection with any payments described in clause (ii) above, (iv) all obligations with respect to unpaid long-term incentive obligations, stock based compensation arrangements and unpaid severance payable by the Company or its Subsidiaries or any Joint Venture Entities, (v) all brokers and finders fees incurred or otherwise payable by the Company or its Subsidiaries or any Joint Venture Entities in connection with the transactions contemplated by this Agreement, and (vi) any pre-Closing restructuring costs, fees, expenses and Taxes; provided, however, that “Seller Expenses” shall not include any amounts reflected in Company Indebtedness or Net Working Capital.

“Shares” means the all of the outstanding shares of Common Stock, par value $0.01 per share, of Holdings.

“Stimulus Funds” has the meaning set forth in Section 3.25(a).

“Straddle Period” means a taxable period beginning on or before the Closing Date and ending after the Closing Date.

“Subsidiary” means, with respect to any Person, any entity of which a majority of the total voting power of securities entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or any partnership, association or other business entity of which a majority of the partnership or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof, or is otherwise controlled by such Person. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, association or other business entity or is or controls the managing director or general partner of such partnership, association or other business entity.

“Successful Security Incident” means the successful unauthorized access, use, disclosure, modification or destruction of Personal Information or material interference with system operations in an information system.

“Survival Period Termination Date” has the meaning set forth in Section 9.01(a).

“Tahoe-Akumin Letter Agreement” means that certain Letter Agreement to be entered into at the Closing between Purchaser Parent and Seller in substantially the form attached hereto as Exhibit D.

“Target Working Capital” means [Redacted—competitively sensitive information]

“Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, escheat or unclaimed property, natural resources, severance, stamp, occupation, premium, windfall profit, customs, duties, real property, special assessment, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding tax, or other tax of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing, whether disputed or not.

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“Tax Contest” has the meaning set forth in Section 11.01(c).

“Tax Returns” means any return, report, information return or other document (including schedules or any related or supporting information or amendment thereof) filed or required to be filed with any Governmental Authority or other authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations or administrative requirements relating to any Tax.

“Termination Fee Event” has the meaning set forth in Section 10.03(a).

“Third Party Claim” means any action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Governmental Authority, against an Indemnified Party which entitles the Indemnified Party to make a claim for indemnification under this Agreement.

“Third Party Payors” means all Federal Health Care Programs and all other state or local governmental insurance programs and private, non-governmental insurance and managed care programs.

“Transaction Tax Deductions” means any income Tax deductions (or credits) attributable to, without duplication, (a) any fees and expenses (including any “breakage” fees or accelerated deferred financing fees) incurred by any Purchased Company with respect to the payment of Indebtedness in connection with the transactions contemplated by this Agreement, or (b) the amount of any Seller’s Expenses or the amount of any payment to satisfy any obligation on or prior to the Closing Date that would be treated as Seller’s Expenses or Company Indebtedness if such payment was made on or after the Closing; provided, that, Purchaser shall be assumed to cause (and shall cause) the Purchased Company to make an election under Revenue Procedure 2011-29, 2011-18 IRB (and analogous state or local Tax procedure) to treat 70% of any success-based fees that were paid by or on behalf of the Purchased Company as an amount that did not facilitate the transactions contemplated by this Agreement.

“Transfer Taxes” has the meaning set forth in Section 11.01(a).

“Union” has the meaning set forth in Section 3.22(b).

“Warrant Repurchase” has the meaning set forth in the recitals of this Agreement.

“Warrant Repurchase Amount” has the meaning set forth in the recitals of this Agreement.

“Warrants” has the meaning set forth in the recitals of this Agreement.

“Wholly-Owned Subsidiary” means, with respect to any Person, any entity of which all of the equity interests and total voting power of securities entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time directly or indirectly owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof.

12.02 Other Definitional Provisions.

(a) Accounting Terms. Accounting terms which are not otherwise defined in this Agreement have the meanings given to them under GAAP. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control.

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(b) Successor Laws. Any reference to any particular Code section or any other Law or regulation will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified.

ARTICLE XIII

MISCELLANEOUS

13.01 Press Releases and Communications. No press release, public statement or announcement or other public disclosure (a “Public Statement”) related to this Agreement or the transactions contemplated herein, may be made prior to the Closing except with the prior written consent and joint approval of the Seller and the Purchaser or if required by Law or a Governmental Authority. Where the Public Statement is required by Law or a Governmental Authority, the party required to make the Public Statement will use its commercially reasonable efforts to obtain the approval of the other party as to the form, nature and extent of the disclosure. After the Closing, any Public Statement by the Seller may be made only with the prior written consent and approval of the Purchaser, unless the Public Statement is required by Law or a Governmental Authority, in which case the Seller shall use their commercially reasonable efforts to obtain the approval of the Purchaser as to the form, nature and extent of the disclosure.

13.02 Expenses. Except as otherwise expressly provided herein, the Seller, on the one hand, and Purchaser, on the other hand, shall pay all of their own expenses (including attorneys’ and accountants’ fees and expenses) in connection with the negotiation of this Agreement, the performance of their obligations hereunder and the consummation of the transactions contemplated by this Agreement.

13.03 Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered; (ii) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service; (iii) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid; or (iv) when transmitted via electronic mail to the e-mail addresses set out below. Notices, demands and communications, in each case to the respective parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing:

Notices to Purchaser (and, after the Closing, the Company and Holdings):

8300 W Sunrise Blvd. Plantation FL 33322 United States

with a copy to:

Stikeman Elliott LLP

5300 Commerce Court West

199 Bay Street

Toronto, Ontario, Canada

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and

McDermott Will & Emery LLP

333 SE 2nd Avenue

Suite 4500

Miami, Florida 33131-2184

Notices to the Seller (and, prior to Closing, the Company and Holdings):

18201 Von Karman Avenue, #600

Irvine, CA 92612

with a copy to:

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, California 94111

13.04 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by either Purchaser, on the one hand, and the Company or Seller, on the other hand, without the prior written consent of the other party.

13.05 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

13.06 References. The table of contents and the section and other headings and subheadings contained in this Agreement and the exhibits hereto are solely for the purpose of reference, are not part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit hereto. All references to days or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references to United States dollars. Unless the context otherwise requires, any reference to a “Section,” “Exhibit,” “Disclosure Schedule” or “Schedule” shall be deemed to refer to a section of this Agreement, exhibit to this Agreement or a schedule

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to this Agreement, as applicable. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. English shall be the governing language of this Agreement. The word “including” shall mean “including, without limitation”. The term “ordinary course of business” shall be deemed to mean “ordinary course of business consistent with past practice”; provided, that any action taken, or omitted to be taken, in good faith and any adjustments and modifications thereto taken in response to or as a result of COVID-19 or any COVID-19 Action shall be deemed to be in the “ordinary course of business”.

13.07 Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Disclosure Schedules or Exhibits attached hereto is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including, without limitation, whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or the Disclosure Schedules or Exhibits in any dispute or controversy between the parties as to whether any obligation, item or matter not described or included in this Agreement or in any Schedule or Exhibit is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary of business for purposes of this Agreement. The information contained in this Agreement and in the Disclosure Schedules and Exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever (including, without limitation, any violation of law or breach of contract).

13.08 Amendment and Waiver. Any provision of this Agreement or the Disclosure Schedules or Exhibits hereto may be amended or waived only in a writing signed by Purchaser and Seller. No waiver of any provision hereunder or any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent breach or default. Notwithstanding anything to the contrary in this Section 13.08, no amendment or waiver with respect to any provision of this Agreement with respect to which the Financing Sources are expressly made third-party beneficiaries pursuant to Section 13.10 that is materially adverse to the Financing Sources (in their capacities as such) shall be permitted without the prior written consent of the Financing Sources that are party to the Commitment Documents.

13.09 Complete Agreement. This Agreement and the documents referred to herein (including the Restrictive Covenant Agreements, the Tahoe-Akumin Letter Agreement and the Confidentiality Agreement) contain the complete agreement between the parties hereto and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.

13.10 Third-Party Beneficiaries. Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement; provided, however, the Financing Sources shall be intended third party beneficiaries of, and may enforce, Section 13.08, this Section 13.10, Section 13.11, Section 13.14, and Section 13.15.

13.11 Waiver of Trial by Jury. THE PARTIES HERETO WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING WITHOUT LIMITATION THE FINANCING, THE COMMITMENT DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY), REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING.

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13.12 Specific Performance. Each of the parties hereto acknowledges that the rights of each party to consummate the transactions contemplated hereby are unique and recognize and affirm that in the event of a breach of this Agreement by any party, money damages may be inadequate and the non- breaching party may have no adequate remedy at law. Accordingly, the parties agree that such non- breaching party shall have the right, in addition to any other rights and remedies existing in their favor at law or in equity, to enforce their rights and the other party’s obligations hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive and/or other equitable relief (without posting of bond or other security).

13.13 Counterparts. This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same instrument.

13.14 Governing Law. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to agreements executed and performed entirely within such State, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto agrees that all actions (at law or in equity, in contract, tort or otherwise) against any of the Financing Sources in any way relating to this Agreement or the transactions contemplated hereby, the Financing or the Commitment Documents or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York without giving effect to principles of conflicts of laws (other than as expressly set forth in the Commitment Documents).

13.15 Consent to Jurisdiction.

(a) SUBJECT TO THE PROVISIONS OF SECTION 1.05 (WHICH SHALL GOVERN ANY DISPUTE ARISING THEREUNDER), THE PARTIES AGREE THAT JURISDICTION AND VENUE IN ANY SUIT, ACTION, OR PROCEEDING BROUGHT BY ANY PARTY IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE PERFORMANCE OF THE OBLIGATIONS IMPOSED HEREUNDER SHALL PROPERLY AND EXCLUSIVELY LIE IN ANY FEDERAL OR STATE COURT LOCATED IN DELAWARE. EACH PARTY ALSO AGREES NOT TO BRING ANY SUIT, ACTION, OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE PERFORMANCE OF THE OBLIGATIONS IMPOSED HEREUNDER IN ANY OTHER COURT. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO ANY SUCH SUIT, ACTION, OR PROCEEDING. THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH SUIT, ACTION, OR PROCEEDING. THE PARTIES FURTHER AGREE THAT THE MAILING BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OF ANY PROCESS REQUIRED BY ANY SUCH COURT SHALL CONSTITUTE VALID AND LAWFUL SERVICE OF PROCESS AGAINST THEM, WITHOUT NECESSITY FOR SERVICE BY ANY OTHER MEANS PROVIDED BY STATUTE OR RULE OF COURT.

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(b) Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto agrees that it will not bring or support any Person in any action, claim, suit or proceedings of any kind or description, whether in law or equity, contract, tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or the Financing, including, but not limited to, any dispute arising out of or relating in any way to the Commitment Documents or the performance thereof or the financings contemplated thereby, in any forum other than the (a) state courts of the State of New York located in New York County and (b) the United States District Court for the Southern District of the State of New York, or any appellate court of the foregoing, and that each party submits to the jurisdiction of such courts.

13.16 Prevailing Party. If there shall occur any dispute or proceeding between the parties relating to this Agreement or the transactions contemplated hereby, the non-prevailing party shall pay all reasonable costs and fees (including reasonable attorneys’ fees and expenses) of the prevailing party.

13.17 Mutual Release. Effective upon the Closing, Purchaser, Holdings and the Company, on the one hand, and Seller, on the other hand, on behalf of themselves, their Affiliates, and each of their former, present and future Subsidiaries, and each of their respective past, present or future general or limited partners, management companies, members, direct or indirect stockholders or equity holders or controlling Persons, or any successor or assign of any of the foregoing (each of the foregoing, a “Releasing Party”), hereby irrevocably and unconditionally releases and forever discharges each former, current or future direct or indirect stockholders or equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of the other parties, and their Subsidiaries or any former, current or future direct or indirect stockholders or equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of the foregoing (or a fiduciary of any employee benefit plan of Holdings or the Company or of any of their present or former Subsidiaries) (each of the foregoing, a “Released Party”) from any and all claims, rights, obligations, debts, liabilities, actions or causes of action of every kind and nature, whether foreseen or unforeseen, contingent or actual, and whether now known or hereafter discovered, which any of the Releasing Parties had, now has or may in the future have, at law or in equity, against any Released Party in any way, in each case in respect of any cause, matter or thing relating to Holdings, the Company or its Subsidiaries or the operation of the business, operations or properties of the Company and its Subsidiaries or any actions taken or failed to be taken by any of the Released Parties in any capacity related to Holdings, the Company and its Subsidiaries or the operation of the business, operations or properties of the Company and its Subsidiaries, in each case, occurring or arising on or prior to the Closing (each, a “Released Claim”); provided, however, that the Releasing Parties expressly do not release their rights and interests (a) arising under or relating to this Agreement or any agreement ancillary hereto, or (b) with respect to any claim of, or liability to, Holdings, the Company or any Subsidiary (or any successor thereof) against any Released Party to the extent resulting from the Released Party’s status as an employee of Holdings, the Company or any of its Subsidiaries. Each of the parties hereto covenants and agrees that it will honor such release and will not take any action inconsistent therewith (including commencing any action with respect to, or directly or indirectly transferring to another Person, any Released Claim). This Section 13.17 shall survive the Closing, is intended for the benefit of and may be enforced directly by each of the Released Parties and shall be binding on all successors and permitted assigns of the Released Parties. This is a full and final release, and each Releasing Party expressly waives any right under California Civil Code section 1542, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

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13.18 Attorney-Client Privilege and Waiver of Conflicts. Purchaser hereby waives and agrees to not assert, and agrees to cause the Purchased Companies to waive and not assert, any actual or potential conflict of interest arising out of or relating to the representation, after the Closing Date, of Seller in any dispute with Purchaser or the Purchased Companies or any other matter involving the transactions contemplated herein (each, a “Post-Closing Representation”), by Ropes & Gray LLP, or any other internal or external legal counsel currently representing the Purchased Companies (each, a “Prior Company Counsel”) in connection with the transactions contemplated herein (“Pre-Closing Representation”). Purchaser further waives and agrees to not assert, and agrees to cause the Purchased Companies to waive and not assert, in connection with any Post-Closing Representation, any attorney-client privilege with respect to any communication between any Prior Company Counsel and Seller, the Purchased Companies and/or any officer, employee or manager of the Purchased Companies that relates to the Pre-Closing Representation (it being the intention of the parties hereto that all rights to such attorney-client privilege, including the right to control such attorney-client privilege, shall be held by Seller). Recognizing that Prior Company Counsel has acted as legal counsel to the Purchased Companies and certain of their respective Affiliates prior to date hereof, and that Prior Company Counsel may act as legal counsel to Seller and their Affiliates (which will no longer include the Purchased Companies) after the Closing, Purchaser and the Company hereby waive, on their own behalf and agrees to cause their Affiliates and the Subsidiaries to waive, any conflicts that may arise in connection with Prior Company Counsel representing Seller or its Affiliates after the Closing as such representation may relate to Purchaser, the Purchased Companies or the transaction contemplated herein. In addition, all communications between Seller, the Purchased Companies and their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the sale of the Shares shall be deemed to be attorney-client confidences that belong solely to Seller and its Affiliates (and not the Purchased Companies) (the “Seller Pre-Closing Communications”). Accordingly, the Purchased Companies shall not have access to any such Seller Pre-Closing Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all books, records and other materials of the Purchased Companies in any medium (including electronic copies) containing or reflecting any of Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to Seller effective as of the Closing. Such material and information shall be excluded from the transfer contemplated by this Agreement and shall be distributed to Seller immediately prior to Closing with no copies thereof retained by the Company, Purchaser or any of their respective Subsidiaries or representatives. From and after the Closing, Purchaser and the Purchased Companies shall maintain the confidentiality of all such material and information. From and after the Closing, none of Purchaser, the Company and their respective Subsidiaries, Affiliates and representatives shall access or in any way, directly or indirectly, use or rely upon any such materials or information. To the extent that any such materials or information are not delivered to Seller, they will be held for the benefit of Seller, and the Purchaser, the Company and their respective Subsidiaries will deliver all such material and information to Seller promptly upon discovery thereof, without retaining copies thereof. Without limiting the generality of the foregoing, from and after the Closing, (a) Seller and its Affiliates (and not the Purchased Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Purchased Companies shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of such engagement constitute property of the client, only Seller and its Affiliate (and not the Purchased Companies) shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Purchased Companies by reason of any attorney-client relationship between Prior Company Counsel and the Purchased Companies or otherwise. Each of Purchaser and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 13.18, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section

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13.18 is for the benefit of Seller and each Prior Company Counsel, and Seller and each Prior Company Counsel are intended third party beneficiaries of this Section 13.18. This Section 13.18 shall be irrevocable, and no term of this Section 13.18 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby. The covenants and obligations set forth in this Section 13.18 shall survive for ten years following the Closing Date.

13.19 Payments Under this Agreement. Each party agrees that all amounts required to be paid hereunder shall be paid in United States currency and, except as otherwise expressly set forth in this Agreement, without discount, rebate, reduction or withholding and not subject counterclaim or offset, on the dates required hereby (with time being of the essence).

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Share Purchase Agreement as of the day and year first above written.

Signature Page – Share Purchase Agreement

Signature Page – Share Purchase Agreement

EXHIBIT A-1

See attached.

A-1

CLOSING CERTIFICATE

[•], 2021

This Closing Certificate is delivered by Alliance HealthCare Services, Inc. (the “Company”) pursuant to Section 2.01(g)(i) of that certain Share Purchase Agreement, dated as of June [•], 2021 (the “Agreement”) made by and among the Company, Thaihot Investment Co., Ltd, Thaihot Investment Company US Limited, and Akumin Corp. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.

The undersigned, being a duly qualified and acting officer of the Company, does hereby certify, on behalf of the Company in his capacity as an authorized officer of the Company (and not in any individual capacity), as follows:

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Closing Certificate as of date first above written.

[Signature Page to Company Closing Certificate]

EXHIBIT A-2

See attached.

A-2

CLOSING CERTIFICATE

[•], 2021

This Closing Certificate is delivered by Thaihot Investment Co., LTD (the “Seller”) pursuant to Section 2.01(g)(ii) of that certain Share Purchase Agreement, dated as of June [•], 2021 (the “Agreement”) made by and among the Seller, Alliance HealthCare Services Inc., Thaihot Investment Company US Limited, and Akumin Corp. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.

The undersigned, being a duly qualified and acting officer of the Seller, does hereby certify, on behalf of the Seller in his capacity as an authorized officer of the Seller (and not in any individual capacity), as follows:

1. The conditions set forth in Sections 2.01(a) and 2.01(e) of the Agreement have been satisfied as of the Bringdown Date.

2. The conditions set forth in Section 2.01(b) of the Agreement have been satisfied as of the date hereof.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Closing Certificate as of date first above written.

[Signature Page to Seller Closing Certificate]

EXHIBIT B

See attached.

B-1

CLOSING CERTIFICATE

[•], 2021

This Closing Certificate is delivered by Akumin Corp. (the “Purchaser”) pursuant to Section 2.02(f) of that certain Share Purchase Agreement, dated as of June [•], 2021 (the “Agreement”) made by and among Alliance HealthCare Services Inc., Thaihot Investment Co., Ltd, Thaihot Investment Company US Limited, and the Purchaser. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.

The undersigned, being a duly qualified and acting officer of the Purchaser, does hereby certify, on behalf of the Purchaser in his capacity as an authorized officer of the Purchaser (and not in any individual capacity), as follows:

1. The conditions set forth in Sections 2.02(a) of the Agreement have been satisfied as of the Bringdown Date.

2. The conditions set forth in Sections 2.02(b) of the Agreement have been satisfied as of the date hereof.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Closing Certificate as of date first above written.

[Signature Page to Purchaser Closing Certificate]

EXHIBIT C

Statement of Accounting Principles

[Redacted—competitively sensitive information]

C -1

EXHIBIT D

See attached.

D- 1

THAIHOT INVESTMENT CO., LTD

Letter Agreement

[•], 2021

Akumin Inc.

8300 W Sunrise Blvd.

Plantation FL 33322

United States

Ladies and Gentlemen:

Reference is made to that certain share purchase agreement, dated June 25, 2021 (the “Purchase Agreement”), between Thaihot Investment Co., Ltd., (the “Seller”), Akumin Corp. (the Purchaser”) and the other parties thereto, pursuant to which the Purchaser will acquire all of the issued and outstanding shares of Thaihot Investment Company US Limited, which owns 100% of the issued and outstanding equity interests of Alliance HealthCare Services, Inc. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement.

Seller Nominee Right

In connection with the transactions contemplated by the Purchase Agreement, Akumin Inc., the sole stockholder of the Purchaser (“Purchaser Parent”), and the Seller hereby agree that, effective as of the Closing and for so long as the Seller owns at least 50% of the Closing Share Consideration, the Seller shall have the right to nominate one (1) board member to the board of directors of Purchaser Parent (the “Purchaser Parent Board”) at any time an individual nominated by the Seller (a “Seller Nominee”) is not serving on the Purchaser Parent Board or if the term of the current Seller Nominee that is serving on the Purchaser Parent Board is set to expire; provided, that each Seller Nominee shall meet the requirements specified herein and be reasonably acceptable to the Governance Committee of Purchaser Parent (the “Governance Committee”). Purchaser Parent shall, as promptly as practicable, take all steps, execute all such documents and do all such acts and things necessary to have the Seller Nominee serve as a member of the Board of Directors of Purchaser Parent, provided such person is eligible to serve on the Board of Directors of Purchaser Parent. Without limiting the generality of the foregoing, Purchaser Parent shall: (i) cause the Seller Nominee to be included in the management slate of nominees for election to the Board of Directors of Purchaser Parent at every meeting of shareholders of Purchaser Parent called for that purpose and at every adjournment or postponement thereof; (ii) support the Seller Nominee for election and recommend to Purchaser Parent’ shareholders that the shareholders vote in favor of the Seller Nominee at every meeting of shareholders of Purchaser Parent called for that purpose and at every adjournment or postponement thereof; and (iii) cause all proxies received by Purchaser Parent to be voted in the manner specified by such proxies and if no specification is given, to vote such proxy in favor of the Seller Nominee as a director of Purchaser Parent.

Board Nominee Qualification Requirements

The parties agree that the initial Seller Nominee shall be [ ] and that such nominee shall be appointed as director of Purchaser Parent as of the date hereof in accordance with and pursuant to subsection 125(3) of the Business Corporations Act (Ontario).

The Seller Nominee shall (i) be qualified to serve as a director under Purchaser Parent’s articles and by-laws and under the Business Corporations Act (Ontario); (ii) comply with all the Purchaser Parent’s director qualification standards in Purchaser Parent’s Corporate Governance Guidelines and Corporate Code of Conduct, each as generally applicable to the Purchaser Parent Board members as in effect from time to time; and (iii) agree in writing to comply with his/her fiduciary duties to Purchaser Parent and its stockholders.

Subsequently, prior to the Governance Committee and the Purchaser Parent Board considering whether the Seller Nominee meets the foregoing requirements and is reasonably acceptable: (i) the Seller Nominee must complete a form of director and officer questionnaire and furnish any additional information as Purchaser Parent may reasonably request in connection with the preparation of its filings under applicable law, including the Exchange Act, and exchange requirements; and (ii) Purchaser Parent shall complete or have completed promptly (A) a customary background check with respect to the Seller Nominee and (B) any other reasonable and bona fide procedures that are typically required for director nominees (e.g., interviews); provided, that such procedures do not unreasonably delay the effectiveness of such nomination. If the Governance Committee or the Purchaser Parent Board determines in good faith, that Seller Nominee does not meet the requirements specified herein, Purchaser Parent shall promptly notify Seller of the occurrence of such event and permit the Seller to provide an alternate Seller Nominee sufficiently in advance of the applicable election of directors of Purchaser Parent.

Seller Observer Right

At any time that the Seller owns at least 50% of the Closing Share Consideration and a Seller Nominee is not serving on the Purchaser Parent Board, the Seller shall have the right to appoint to the Purchaser Parent Board an observer reasonably acceptable to the Governance Committee of Purchaser Parent (the “Board Observer”) who shall have the right to attend and participate in all meetings of the Purchaser Parent Board and any committees or sub-committees of the Purchaser Parent Board in a non-voting capacity, provided that (i) if the Board Observer does not, upon the request of Purchaser Parent, before attending any meetings of the Board, execute and deliver to Purchaser Parent a confidentiality agreement reasonably acceptable to Purchaser Parent, the Board Observer may be excluded from access to any material or meeting or portion thereof if the Board determines in good faith that such exclusion is reasonably necessary to protect confidential proprietary information of Purchaser Parent or confidential proprietary information of third parties that Purchaser Parent is required to hold in confidence, or for other similar reasons; (ii) the Board Observer may be excluded from access to any material or meeting or portion thereof if the Purchaser Parent Board determines in good faith, based upon the written advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege; (iii) any committee of the Purchaser Parent Board may exclude the Board Observer from attending any meeting of such committee in its discretion; and (iv) nothing herein shall prohibit the Purchaser Parent Board or any committee of the Purchaser Parent Board from taking

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any action proposed to be taken at any meeting of the Purchaser Parent Board or committee or by written consent. The Seller agrees, and the Seller will cause any Board Observer to agree, to hold in confidence with respect to all information so provided and not use or disclose any confidential information provided to or learned by it in connection with its rights herein other than for purposes reasonably related to its interest as a shareholder of Purchaser Parent, and not to the detriment of, Purchaser Parent. The confidentiality provisions hereof will survive any termination of such rights. The Seller shall cause the Board Observer to agree to, and shall be responsible for the Board Observer’s failure to, hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Board Observer pursuant hereto. This Letter Agreement supersedes all prior or contemporaneous written or oral agreements, understandings and negotiations with respect to the subject matter hereof.

In the event any one or more of the provisions contained in this Letter Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Miscellaneous

Purchaser Parent shall pay the reasonable, documented out-of-pocket expenses incurred by the Seller Nominee or Board Observer in connection with his or her services provided to or on behalf of Purchaser Parent, including attending meetings (including committee meetings) or events attended on behalf of Purchaser Parent at Purchaser Parent’ request.

Purchaser Parent shall with respect to the Seller Nominee (i) purchase directors’ and officers’ liability insurance in an amount determined by the Purchaser Parent Board to be reasonable and customary and (ii) maintain such coverage for so long as a Seller Nominee nominated pursuant to the terms of this letter agreement serves as a member of the Board.

For so long as any Seller Nominee serves as a member of the Board, Purchaser Parent shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Seller Nominee nominated pursuant to this Agreement as and to the extent consistent with applicable law, including but not limited to any provisions of Purchaser Parent’ constituting documents (except to the extent such amendment or alteration permits Purchaser Parent to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto).

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by, and construed in accordance with the laws of, the Province of Ontario without regard to its choice of law provisions.

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This Letter Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

No amendment or waiver of any provision of this Letter Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. The failure of any party to enforce any of the provisions of this Letter Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Letter Agreement in accordance with its terms. No party may assign this Letter Agreement or any of its rights or obligations hereunder and any assignment hereof will be null and void. Except as explicitly set forth herein, nothing contained in this Letter Agreement shall confer or is intended to confer on any third party or entity that is not a party to this Letter Agreement any rights under this Letter Agreement.

[Signature Pages Follow]

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If the foregoing is in accordance with your understanding, please indicate your acceptance of this Letter Agreement by signing in the space provided below.

[Signature Page to Letter Agreement]

[Signature Page to Letter Agreement]

EXHIBIT E

See attached.

E-1

WARRANT REPURCHASE OPTION DESIGNATION AGREEMENT

This Warrant Repurchase Option Designation Agreement (this “Agreement”) is made and entered into as of [ ], 2021 (the “Effective Date”), among Tahoe Healthcare Management Limited (“Tahoe”) and THAIHOT Investment Company US Limited (the “Company”).

WHEREAS, the Company issued certain warrants to purchase Common Stock of the Company (the “1L Warrants”) on October 13, 2020, to the “Lenders” (the “1L Lenders”) party to that certain First Lien Credit Agreement, dated as of October 24, 2017, by and between the Company, the 1L Lenders, Alliance Healthcare Services, Inc. and JPMorgan Chase Bank, N.A., as the “Administrative Agent”, as amended;

WHEREAS, the Company issued certain warrants to purchase Common Stock of the Company (the “2L Warrants”) on October 13, 2020, to the “Lenders” (the “2L Lenders”) party to that certain Second Lien Credit Agreement, dated as of October 24, 2017, by and between the Company, the 2L Lenders, Alliance Healthcare Services, Inc. and Wilmington Trust, National Association, as the “Administrative Agent” thereunder, as amended;

WHEREAS, pursuant to Section 10 of each of the 1L Warrants, Tahoe was granted an exclusive and irrevocable option (collectively, the “1L Warrant Repurchase Option”) to purchase, on or prior to November 15, 2021, such 1L Warrant or any shares issued upon exercise of such 1L Warrant, in each case at a price per share for each share issuable or issued upon exercise of such 1L Warrant determined by dividing (1) $11,200,000 by (2) the aggregate number of shares issuable that are then issued or, upon exercise, issuable under the 1L Warrants;

WHEREAS, pursuant to Section 10 of each of the 2L Warrants, Tahoe was granted an exclusive and irrevocable option (collectively, the “2L Warrant Repurchase Option”) to purchase, on or prior to November 15, 2021, such 2L Warrant or any shares issued upon exercise of such 2L Warrant, in each case at a price per share for each share issuable or issued upon exercise of such 2L Warrant determined by dividing (1) $13,800,000 by (2) the aggregate number of shares issuable that are then issued or, upon exercise, issuable under the 2L Warrants;

WHEREAS, the Company is party to that certain Share Purchase Agreement by and among Akumin Corp., Alliance HealthCare Services Inc., the Company and Thaihot Investment Co., LTD, dated as of June [ ], 2021 (as amended, restated or otherwise modified, the “Share Purchase Agreement”)

WHEREAS, pursuant to Section 10 of each the 1L and 2L Warrants, Tahoe was granted the right to designate a third-party nominee, including the Company, and to convey to such third-party nominee Tahoe’s right to exercise the 1L Warrant Repurchase Option and 2L Warrant Repurchase Option; and

WHEREAS, Tahoe desires to designate the Company as its nominee and convey to the Company the right to exercise the 1L Warrant Repurchase Option and the 2L Warrant Repurchase Option.

NOW, THEREFORE, in consideration of the obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:

1.1. Subject to the terms and conditions hereof, and effective upon the Closing (as defined in the Share Purchase Agreement), Tahoe hereby irrevocably designates the Company as (a) its nominee to exercise the 1L Warrant Repurchase Option pursuant to Section 10 of each 1L Warrant and (b) its nominee to exercise the 2L Warrant Repurchase Option pursuant to Section 10 of each 2L Warrant (the “Designation”); it being understood that this Agreement shall be of no force or effect unless and until the Closing occurs under the Share Purchase Agreement (and this Agreement shall immediately terminate upon termination of the Share Purchase Agreement).

1.2. Subsequent to such Designation, Tahoe and the Company hereby agree and acknowledge that (a) the Company shall have the sole right to exercise the 1L Warrant Repurchase Option and 2L Warrant Repurchase Option, (b) that Tahoe shall have no further rights with respect to the 1L Warrant Repurchase Option and 2L Warrant Repurchase Option and (c) subsequent to such Designation, as provided in the Share Purchase Agreement, the Company shall exercise the 1L Warrant Repurchase Option and 2L Warrant Repurchase Option.

[Signature pages follow.]

IN WITNESS WHEREOF, the Company and Tahoe have executed this Agreement as of the date first written above.

[Signature page to Warrant Repurchase Nomination Agreement]

FORM OF

WARRANT LETTER OF TRANSMITTAL

EXCHANGE FOR CASH OF THE WARRANTS OR WARRANT SHARES OF

THAIHOT INVESTMENT COMPANY US LIMITED

All holders must complete Boxes A and B, and must provide an IRS Form W-9 or W-8 to avoid backup withholding on payments.

Reference is made to (i) those certain warrants to purchase Common Stock of the Company (the “1L Warrants”) issued by the Company on October 13, 2020, to the “Lenders” (the “1L Lenders”) party to that certain First Lien Credit Agreement, dated as of October 24, 2017, by and between the Company, the 1L Lenders, Alliance Healthcare Services, Inc. and JPMorgan Chase Bank, N.A., as the “Administrative Agent” and (ii) those certain warrants to purchase Common Stock of the Company (the “2L Warrants”, and together with the 1L Warrants, the “Warrants”) issued by the Company on October 13, 2020, to the “Lenders” (the “2L Lenders”) party to that certain Second Lien Credit Agreement, dated as of October 24, 2017, by and between the Company, the 2L Lenders, Alliance Healthcare Services, Inc. and Wilmington Trust, National Association, as the “Administrative Agent” thereunder. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Warrants.

Pursuant to the terms of Section 10 of each Warrant and this Warrant Letter of Transmittal (the “Warrant Letter of Transmittal”), the Company, as the nominee of Tahoe Healthcare Management Limited, hereby exercises its option to repurchase each Warrant that is outstanding and unexercised or Warrant Share issued upon the exercise of each Warrant as of [ , 2021] (the “Effective Date”) and, accordingly, each Warrant or Warrant Share is hereby cancelled and converted into the right to receive a cash payment equal to the amount set forth in Section 10 of such Warrant (the “Repurchase”). Pursuant to the terms of each Warrant you hold and subject to your compliance with the terms of this Warrant Letter of Transmittal, you will receive the payment in an amount determined in accordance with Section 10 of such Warrant after the Effective Date.

In order to receive the repurchase payment to be determined in accordance with Section 10 of your Warrants, execute and deliver this Warrant Letter of Transmittal.

☐ Please remember to complete and sign the enclosed IRS Form W-9, the enclosed IRS Form W-8BEN or other IRS Form W-8.

By completion of Box G, the registered warrantholder hereby agrees that the above wire instructions are true and correct and by endorsing this Letter of Transmittal the person authorized to act on behalf of this account is directing [ ] to make payment of the consideration represented by this Letter of Transmittal to the bank account listed above.

(Forming a part of the terms and conditions of the transaction)

(A) The Holder represents and warrants to the Company that:

(i) it holds the number of Warrants or Warrant Shares indicated in Box B of this Warrant Letter of Transmittal (the “Scheduled Warrants”) and the Scheduled Warrants constitute all of the Warrants or Warrant Shares held by it;

(ii) it is the record and beneficial owner of the Scheduled Warrants free and clear of all Liens;

(iii) there are no voting trusts, irrevocable proxies or other Contracts or understandings to which the it is a party or is bound with respect the Scheduled Warrants;

its part;

(iv) this Warrant Letter of Transmittal has been duly authorized and approved by all necessary action on

(v) this Warrant Letter of Transmittal has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, and other similar Laws affecting the rights and remedies of creditors generally and general principles of equity;

(vi) neither the execution and the delivery of this Warrant Letter of Transmittal nor compliance with any of the provisions hereof will (a) violate any Law to which it is subject or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, permit, certificate, order, injunction, judgment, ruling or other arrangement to which it is a party or by which it is bound or to which any of its assets, including the Scheduled Warrants, are subject;

(vii) it does not own any Warrants or Warrant Shares other than the Scheduled Warrants and does not have other rights to purchase or otherwise receive shares of Common Stock of the Company; and

(viii) it has consulted, or had the opportunity to consult, with its legal counsel or other advisors with respect to, and fully understands the meaning and intent of, this Warrant Letter of Transmittal, including, but not limited to, the final and binding effect of this Warrant Letter of Transmittal, the surrender of the Scheduled Warrants and the acknowledgments, releases, waivers and appointments contained herein.

(B) The Holder understands, acknowledges and agrees that:

(i) (a) its surrender of the Scheduled Warrants will not be accepted until this Warrant Letter of Transmittal, duly completed and manually signed, together with the Scheduled Warrants have been delivered to and received by the Company and, until such time, it shall not be entitled to receive any payment with respect to the repurchase of its Scheduled Warrants (b) all questions as to validity, form and eligibility of any surrender of the Schedules Warrants will be determined by the Company, and (c) the Company reserves the right to reject incomplete or irregular presentations; any amounts required to be paid to the Holder pursuant to the Merger Agreement shall be paid in accordance with the terms of the Merger Agreement and in accordance with the Distribution Schedule, and the Parent and the Payment Agent shall be entitled to rely on the Distribution Schedule, for the purposes of making any such payments;

(ii) by execution and delivery of this Warrant Letter of Transmittal, all agreements by and between it and the Company relating in any manner to its equity interests in the Company shall be terminated effective as of the Effective Date and shall thereafter be of no further force or effect;

(iii) all authority conferred or agreed to be conferred in this Warrant Letter of Transmittal shall not be affected by, and shall survive, its death or incapacity and all of its obligations shall be binding upon its successors, assigns, heirs, executors, administrators and legal representatives;

(iv) the language of all parts of this Warrant Letter of Transmittal shall in all cases be construed as a whole, according to its fair meaning, and shall not be construed strictly for or against any particular person; and

(v) it hereby submits to the exclusive jurisdiction of any federal or state court located within the State of New York over any dispute arising out of or relating to this Warrant Letter of Transmittal and it agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts.

II. RELEASE

(Forming a part of the terms and conditions of the transaction)

(A) By execution and delivery of this Warrant Letter of Transmittal, the Holder:

(i) acknowledges and agrees that as of the Effective Date, it, on behalf of itself and its respective heirs, successors and assigns, irrevocably, absolutely and fully releases, remises, relieves, relinquishes, waives and forever discharges the Company and each of its officers, directors, employees, agents, Affiliates, direct and indirect equity holder, lenders, representatives, successors and assigns (collectively, the “Released Parties”), from any and all losses, damages, deficiencies, liabilities,

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assessments, fines, penalties, judgments, actions, claims, costs, disbursements, fees, expenses or settlements of any kind or nature, including legal, accounting and other professional fees and expenses (“Losses”) arising from any claim which it or its respective heirs, successors, and assigns does or may have against any of the Released Parties in respect of the Warrants or Warrant Shares, and arising out of actual or alleged events, actions or omissions occurring or alleged to have occurred at or prior to the Effective Date, specifically including the waiver or breach by the Company of any provision of any Warrant to which the Holder is a party, in each case to the fullest extent permitted by Law the right to receive compensation and benefits due but unpaid at the Effective Time; and

(ii) on behalf of itself and its respective heirs, successors and assigns, specifically waives the benefits of any statutory or common law of any state, which in effect provides that a general release does not extend to Losses which the releasor does not know or suspect to exist in its favor.

It is expressly understood and agreed that the releases contained in this Section II are intended to cover and do cover all known facts and/or Losses, as well as any further facts and/or Losses within the scope of such released Losses not known or anticipated, but which may later develop or be discovered, including all the effects and consequences thereof. The Holder, on behalf of itself and its respective successors and assigns, acknowledges that it may hereafter discover facts in addition to, or different from, those which it now believes to be true with respect to the subject matter of the Losses released in this Warrant Letter of Transmittal, but agrees that it has taken that possibility into account in executing and delivering this Warrant Letter of Transmittal, and that the releases given in this Warrant Letter of Transmittal shall be and remain in effect notwithstanding the discovery or existence of any such additional or different facts, as to which it expressly assumes the risk.

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THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT WILL BE TAXABLE TO THE SECURITYHOLDERS. THE COMPANY IS NOT GIVING ANY TAX ADVICE IN CONNECTION WITH THE REPURCHASE. SECURITYHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF SUCH TRANSACTIONS.

IRS CIRCULAR 230 DISCLOSURE: TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT REGULATIONS, YOU ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS WARRANT LETTER OF TRANSMITTAL IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED IN THIS DOCUMENT; AND (C) YOU SHOULD SEEK ADVICE BASED ON YOUR OWN PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

THIS WARRANT LETTER OF TRANSMITTAL CONSTITUTES THE VALID AND BINDING AGREEMENT OF THE HOLDER ENFORCEABLE AGAINST THE HOLDER IN ACCORDANCE WITH ITS TERMS AND, ONCE SUBMITTED, IS IRREVOCABLE. IN THE EVENT THE MERGER AGREEMENT IS TERMINATED FOR ANY REASON IN ACCORDANCE WITH ITS TERMS, THIS WARRANT LETTER OF TRANSMITTAL SHALL AUTOMATICALLY BE NULL AND VOID.

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EXHIBIT F

[Redacted—competitively sensitive information]

F-1

Exhibit 99.2

SERIES A NOTES AND COMMON SHARE PURCHASE AGREEMENT

This SERIES A NOTES AND COMMON SHARE PURCHASE AGREEMENT, dated as of June 25, 2021 (this “Agreement”), is entered into by and among AKUMIN INC., a corporation amalgamated under the Business Corporations Act (Ontario) (the “Company”), AKUMIN CORP., a Delaware corporation and wholly-owned indirect subsidiary of the Company (“Akumin Corp”), and STONEPEAK MAGNET HOLDINGS LP, a Delaware limited partnership (the “Purchaser”).

WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, the Purchased Shares and the Warrants (each as defined below), in accordance with the provisions of this Agreement;

WHEREAS, the Company has agreed to provide the Purchaser with certain registration rights with respect to the Purchased Shares and the Warrant Shares (each, as defined below);

WHEREAS, the Purchaser has agreed to fund certain amounts to Akumin Corp up to the Commitment Cap minus the Common Share Purchase Price in exchange for one or more Series A Notes in accordance with the terms of this Agreement and the Series A Notes;

WHEREAS, the Company will receive a substantial benefit from the Purchaser’s subscription of Series A Notes of Akumin Corp; and

WHEREAS, on the date hereof and as a condition to the willingness of the Company to enter into this Agreement, Stonepeak Infrastructure Fund IV LP, a Delaware limited partnership (the “Commitment Party”) and the Purchaser have entered into a commitment letter in favor of the Purchaser (the “Commitment Letter”) and to which the Company and Akumin Corp are third party beneficiaries, pursuant to which, among other things, the Commitment Party is committing, on the terms and subject to the conditions set forth in the Commitment Letter, to invest in the Purchaser the amounts set forth therein to be used for the purposes set forth therein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, the following terms have the meanings indicated:

“2020 Revolving Credit Agreement” means that certain Revolving Credit Agreement, dated as of November 2, 2020, among the Company, certain subsidiaries of the Company, the lenders from time to time party thereto and BBVA USA.

“Acquisition Agreement” means that certain Share Purchase Agreement, dated as of the date hereof, by and among Akumin Corp., a Delaware corporation, Alliance HealthCare Services Inc., a Delaware corporation, Thaihot Investment Company US Limited, a Delaware corporation and Thaihot Investment Co., LTD.

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“Acquisition Share Consideration” means the share consideration issuable to the seller under the terms of the Acquisition Agreement.

“Additional Senior Notes” has the meaning specified in Section 2.01(b).

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, (a) the Company Entities, on the one hand, and the Purchaser and its Affiliates, on the other, shall not be considered Affiliates and (b) any fund or account managed, advised or subadvised, directly or indirectly, by the Purchaser or its Affiliates, shall be considered an Affiliate of the Purchaser.

“Agreement” has the meaning specified in the introductory paragraph of this Agreement.

“AKU SEC Documents” means the forms, registration statements, reports, schedules and

statements filed by the Company under the Exchange Act or the Securities Act, as applicable.

“AKU CSC Documents” means all information filed by or on behalf of the Company and its predecessor entities with any of the Canadian Securities Commissions in compliance, or intended compliance, with any applicable securities Laws, in each case publicly available on the SEDAR website, other than public information or disclosures that have been modified or superseded by subsequent public information or disclosures by the Company, to the extent so modified or superseded.

“Akumin Corp” has the meaning specified in the introductory paragraph of this Agreement.

“Appraiser” has the meaning specified in Section 2.02.

“Backstop Commitment” means Commitment Cap minus the Minimum Purchase Price

. “Backstop Draw Amount” has the meaning specified in Section 2.01(a)(ii).

“Base Series A Note Amount” has the meaning specified in Section 2.01(a).

“Board Director/Observer Agreement” means the Board Representation and Observation Rights Agreement to be entered into at the Initial Closing between the Company and the Purchaser in substantially the form attached hereto as Exhibit E.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York and the city of Toronto are authorized or required by Law or other governmental action to close.

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“Canadian Securities Commissions” means the securities commissions or similar regulatory authorities in each of the provinces of Canada other than Quebec.

“Canadian Securities Laws” means all applicable securities Laws in the provinces of Canada other than Quebec and the applicable rules and regulations under such Laws, together with applicable published national, multilateral and local policy statements, instruments, notices, blanket orders and blanket rulings of the Canadian Securities Commissions.

“Closing” means the consummation of any purchase and sale of Series A Notes, Purchased Shares and Warrants hereunder.

“Closing Date” means the date on which a Closing occurs.

“Commission” means the United States Securities and Exchange Commission.

“Commitment Cap” means $686,000,000, being an amount net of the Transaction Fee.

“Commitment Letter” has the meaning specified in the Recitals.

“Commitment Party” has the meaning specified in the Recitals.

“Common Share Per Share Purchase Price” has the meaning specified in Section 2.01(a)(i).

“Common Share Purchase Price” has the meaning specified in Section 2.01(a)(i).

“Common Shares” means common shares without par value in the Company.

“Company” has the meaning specified in the introductory paragraph of this Agreement.

“Company Data” means all confidential data, information, and data compilations contained in the IT Systems or any databases of the Company Entities, including Personal Data, that are used by, or necessary to the business of, the Company Entities.

“Company Entities” means, collectively, the Company and its Subsidiaries.

“Company Privacy Policies” means any (a) internal or external data protection, data usage, privacy and security policies of the Company Entities, (b) public statements, representations, obligations, promises, commitments relating to privacy, security, or the Processing of Personal Data, and (c) policies and obligations applicable to any of the Company Entities as a result of any certification relating to privacy, security, or the Processing of Personal Data.

“Company Public Documents” means the AKU SEC Documents and the AKU CSC Documents.

“Company Related Parties” has the meaning specified in Section 6.02.

“Compliance Program” has the meaning specified in Section 3.28(c).

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“Confidentiality Agreement” means the confidentiality agreement, dated as of June 2, 2021, by and between the Company and Stonepeak Partners LP, as may be amended from time to time.

“Consent” has the meaning specified in Section 3.14.

“Contract” means any contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

“COVID-19” means the novel coronavirus, SARS-CoV-2 or COVID-19 (and all related strains and sequences), including any intensification, resurgence or any evolutions or mutations thereof, or related or associated epidemics, pandemics, disease outbreaks or public health emergencies.

“Data Processor” means a natural or legal Person, public authority, agency or other body that Processes Personal Data on behalf of or at the direction of any of the Company Entities.

“Drop-Dead Date” means the date that is 210 days after the date of this Agreement.

“Environmental Law” means any and all Laws or other binding requirements relating to health, safety or the protection, cleanup or restoration of the environment or natural resources, including civil responsibility for acts or omissions with respect to the environment or natural resources.

“Environmental Proceedings” has the meaning specified in Section 3.24.

“ERISA” has the meaning specified in Section 3.25.

“Exchange Act” means the Securities Exchange Act of 1934.

“GAAP” means generally accepted accounting principles in the United States of America as of the date hereof; provided that for the financial statements of the Company prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements.

“Governmental Authority” means, with respect to a particular Person, any country, state, province, county, city and political subdivision in which such Person or such Person’s Property is located or which exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company mean a Governmental Authority having jurisdiction over the Company Entities or any of their respective Properties.

“Growth Capital” has the meaning specified in Section 2.01(c).

“Growth Capital Notice” has the meaning specified in Section 2.01(c).

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“Growth Capital Commitment” has the meaning specified in Section 2.01(c).

“Growth Capital Commitment Period” has the meaning specified in Section 2.01(c). “GSA” has the meaning specified in Section 3.28(b).

“Hazardous Materials” means any material (including pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law.

“Health Care Laws” means all applicable Laws of any Governmental Authority relating to the regulation, marketing, provision, sale, promotion, use, administration of, or payment for health care items or services, including the following: (a) the Federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b); the Federal Civil False Claims Act, 31 U.S.C. §§ 3729-3733; the Federal Criminal False Claims Act, 18 U.S.C. § 287; the False Statements Relating to Health Care Matters law, 18 U.S.C. § 1035; the federal Beneficiary Anti-Inducement Statute, 42 U.S.C. § 1320a- 7a(a)(5); All Payor Fraud Statute, 18 U.S.C. § 1347; 38 U.S.C. § 7332 et seq.; the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801-3812; the Civil Monetary Penalties Law, 42 U.S.C. §§ 1320a-7a and 1320a-7b; the Federal Health Care Program Exclusion Laws, 42 U.S.C. § 1320a-7; or similar state or local statutes or regulations; (b) Health Insurance Portability and Accountability Act of 1996, as amended by the HITECH Act and the HIPAA Final Omnibus Rule issued on January 17, 2013 (collectively, “HIPAA”); (c) Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), the Children’s Health Insurance Program (CHIP) (Title XXI of the Social Security Act), TRICARE (10 U.S.C. § 1071 et seq.) or other federal and state healthcare programs; (d) the Public Health Service Act (42 U.S.C. § 201 et seq.); (e) the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, including provisions governing the “meaningful use” of electronic health records, 42 C.F.R. Part 495; and (f) all coding, billing (including physician supervision and documentation requirements), and return of overpayment requirements related to or arising from the Laws described in each of clauses (a) through (e) above.

“IFRS” means the International Financial Reporting Standards in effect as of the date hereof; provided that for the financial statements of the Company prepared as of a certain date, IFRS referenced therein shall be IFRS as of the date of such financial statements.

“Indemnified Party” has the meaning specified in Section 6.03(b).

“Indemnifying Party” has the meaning specified in Section 6.03(b).

“Indenture” means that certain Indenture governing the Senior Secured Notes due 2025, dated as of November 2, 2020 and that certain First Supplemental Indenture, dated as of February 11, 2021, as may be further amended from time to time.

“Industry Competitor” means any Person that is (or one or more of whose Affiliates are) actively engaged as one of its principal businesses in outpatient healthcare services; provided, however, that a private equity or similar fund shall not be deemed to be an “Industry Competitor” solely due to the activities of its portfolio companies.

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“Information Security Program” means a written information security program that complies with Privacy Requirements, that when appropriately implemented and maintained would constitute reasonable security procedures and practices appropriate to the nature of Personal Data, and that is at least as stringent as one or more relevant industry standards and that includes: (a) written policies and procedures regarding Personal Data, and the Processing thereof; (b) administrative, technical and physical safeguards to protect the security, confidentiality, and integrity of any Personal Data owned, controlled, maintained, held, or Processed by the Company Entities or Data Processors; (c) disaster recovery, business continuity, incident response, and security plans, procedures and facilities; and (d) protections against Security Incidents, Malicious Code, and against loss, misuse or unauthorized access to and Processing of Company Data, IT Systems and the systems of any Data Processor.

“Initial Closing” means the first Closing.

“Initial Closing Bringdown Date” means the date that is four Business Days after the date all of the conditions set forth in Section 2.04, Section 2.05 and Section 2.06, as applicable, have been satisfied or waived in respect of the Initial Closing (except for those conditions that by their nature cannot be satisfied until the Initial Closing).

“Initial Closing Date” means the date upon which Initial Closing occurs.

“IT Systems” mean the hardware, software, firmware, middleware, equipment, electronics, platforms, servers, workstations, routers, hubs, switches, interfaces, data, databases, data communication lines, network and telecommunications equipment, websites and Internet- related information technology infrastructure, wide area network and other data communications or information technology equipment, owned or leased by, licensed to, or used to Process Company Data in the conduct of the business of the Company Entities.

“Knowledge” means, with respect to the Company, the actual knowledge of Riadh Zine and Matthew Cameron, after reasonable inquiry.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law (including common law), rule or regulation.

“Lien” means any mortgage, pledge, lien (statutory or otherwise), encumbrance, security interest, security agreement, conditional sale, trust receipt, charge or claim or a lease, consignment or bailment, preference or priority, assessment, deed of trust, easement, servitude or other encumbrance upon or with respect to any property of any kind.

“Majority Disinterested Shareholders” means the owners of a majority of the issued and outstanding Common Shares that are eligible (a) in accordance with the requirements of the TSX, to vote to approve the exercisability of the Warrants to be issued hereunder and under the Warrant Agreement and (b) to vote to approve, in accordance with the Business Corporations Act (Ontario), the appointment of a designee of the Purchaser to the Company’s board of directors.

“Malicious Code” means any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “ransomware,” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing, any of the following functions: (a) disrupting, disabling, harming, interfering with or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (b) damaging or destroying any data or file without the user’s consent.

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“Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, has, or would reasonably be expected to have, a material adverse effect upon the financial condition, business, Properties, assets, net worth or results of operations of the Company Entities taken as a whole; provided, however, that Material Adverse Effect shall not include any adverse effect on the foregoing to the extent such adverse effect results from, arises out of, or relates to (i) a general deterioration in the economy or changes in the general state of the markets or industries in which any of the Company Entities operates, (ii) any deterioration in the condition of the capital markets or any inability on the part of the Company Entities to access the capital markets, (iii) the outbreak or escalation of hostilities involving the United States or Canada, the declaration by the United States or Canada of a national emergency, acts of war (whether or not declared) or the occurrence of any other calamity or crisis, including acts of terrorism, hurricane, flood, tornado, earthquake or other natural disaster, (iv) any change in accounting requirements or principles imposed upon the Company Entities or their respective businesses or any change in applicable Law, or the interpretation thereof, (v) any change in the credit rating or outlook of any of the Company Entities or any of their securities (except that the underlying causes of such changes may be considered in determining whether a Material Adverse Effect has occurred), (vi) changes in the market price or trading volume of the Common Shares (except that the underlying causes of any such changes may be considered in determining whether a Material Adverse Effect has occurred), (vii) any failure of any Company Entities to meet any internal or external projections, forecasts or estimates of revenue or earnings for any period (except that the underlying causes of any such failures may be considered in determining whether a Material Adverse Effect has occurred) and (viii) epidemics, pandemics, other outbreaks of infectious disease (including COVID-19), including, in each case, any quarantine restrictions (including any shelter in place, stay at home or similar orders or guidelines), or any escalation or worsening of any of the foregoing, or any action, Law or guideline taken or promulgated by any Governmental Authority, the World Health Organization or industry group in response to any of the foregoing, except, with respect to clauses (i), (ii), (iii), (iv) and (viii), to the extent that the Company Entities, taken as a whole, are adversely affected in a disproportionate manner as compared to other industry participants.

“Minimum Purchase Price” means Common Share Purchase Price plus $186,000,000, being an amount net of the Transaction Fee.

“Money Laundering Laws” has the meaning specified in Section 3.34.

“NASDAQ” means the Nasdaq Stock Market LLC.

“National Securities Exchange” means NASDAQ or TSX or, if the Common Shares are not listed on NASDAQ or TSX, an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act (or any successor to such Section) and any other securities exchange (whether or not registered with the Commission under Section 6(a) (or successor to such Section) of the Securities Exchange Act) on which the Common Shares are listed.

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“Non-Recourse Parties” has the meaning specified in Section 8.14(a). “OFAC” has the meaning specified in Section 3.35.

“OIG” has the meaning specified in Section 3.28(b).

“Organizational Documents” means, as applicable, an entity’s agreement or certificate of limited partnership, limited liability company agreement, certificate of formation, certificate or articles of incorporation, bylaws or other similar organizational documents.

“Permits” has the meaning specified in Section 3.27.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.

“Personal Data” means information relating to or reasonably capable of being associated with an identified or identifiable person, device, or household, including: (a) a natural person’s name, street address or specific geolocation information, date of birth, telephone number, email address, online contact information, photograph, biometric data, Social Security number, driver’s license number, passport number, tax identification number, any government-issued identification number, financial account number, credit card number, any information that would permit access to a financial account, a user name and password that would permit access to an online account, health information, insurance account information, any persistent identifier such as customer number held in a cookie, an Internet Protocol address, a processor or device serial number, or a unique device identifier; or (b) “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by Privacy Requirements.

“Privacy Requirements” means: (a) any and all Laws, industry requirements, and Contracts relating to the protection or Processing of Personal Data that are applicable to the Company Entities; (b) each Contract relating to the Processing of Personal Data applicable to the Company Entities; and (c) each applicable rule, code of conduct, or other requirement of self- regulatory bodies and applicable industry standards, including, to the extent applicable, the Payment Card Industry Data Security Standard.

“Process,” “Processing” or “Processed” shall mean any operation or set of operations which is performed upon Company Data, by any means, such as collection, recording, organization, protection, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible (including intellectual property rights).

“Purchase Price” means, with respect to any Closing, the amount funded by the Purchaser at such Closing hereunder plus, in the case of the Initial Closing, the Transaction Fee.

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“Purchased Shares” has the meaning specified in Section 2.01(a)(i).

“Purchaser” has the meaning specified in the introductory paragraph of this Agreement.

“Purchaser Related Parties” has the meaning specified in Section 6.01.

“Registration Rights Agreement” means the Registration Rights Agreement, to be entered into at the Initial Closing, between the Company and the Purchaser, substantially in the form attached hereto as Exhibit C.

“Representatives” means, with respect to a specified Person, the investors, officers, directors, managers, employees, agents, advisors, counsel, accountants, investment bankers and other representatives of such Person.

“Securities Act” means the Securities Act of 1933.

“Security Incident” means any unauthorized Processing of Company Data, any unauthorized access to the Company Entities’ IT Systems, or any incident that may require notification to any Person, Governmental Authority, or any other entity under Privacy Requirements.

“SEDAR” means the System for Electronic Document Analysis and Retrieval adopted by the Canadian securities authorities through National Instrument 13-101 – System for Electronic Document Analysis and Retrieval (SEDAR).

“Senior Secured Notes due 2025” the 7.000% Senior Secured Notes due 2025 issued by the Company in accordance with the Indenture.

“Series A Note” means any Series A Note issued by Akumin Corp in favor of Purchaser at a Closing substantially in the form attached hereto as Exhibit B.

“Series A Warrants” means warrants to purchase Common Shares evidenced by the Series A Warrant Certificate.

“Series A Warrant Certificate” means that certain Series A Warrant Certificate to be executed and delivered by the Company to the Purchaser at the Initial Closing as contemplated by Section 2.01(a)(iii) in substantially the form attached to this Agreement as Exhibit D-1.

“Series B Price” has the meaning specified in Section 2.01(c).

“Series B Warrant” means warrants to purchase Common Shares evidenced by the Series B Warrant Certificate.

“Series B Warrant Certificate” means that certain Series B Warrant Certificate to be executed and delivered by the Company to the Purchaser at each applicable Subsequent Closing as contemplated by as contemplated by Section 2.01(c) in substantially the form attached to this Agreement as Exhibit D-2.

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“Shareholder Approval Matters” has the meaning specified in Section 5.05.

“Special Meeting” has the meaning specified in Section 5.05.

“Subsequent Closing” means any Closing other than the Initial Closing.

“Subsidiary” means, as to any Person, any entity: (a) with respect to which such Person or a Subsidiary of such Person is a general partner or, in the case of a limited liability company, the managing member or manager thereof; (b) with respect to which at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (c) which such Person consolidates for accounting purposes.

“Tax Return” means any return, report or similar filing (including the attached schedules) filed or required to be filed with respect to Taxes (and any amendments thereto), including any information return, claim for refund or declaration of estimated Taxes.

“Taxes” means any and all domestic or foreign, federal, provincial, state, local or other taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including taxes on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers’ compensation or net worth, and taxes in the nature of excise, withholding, ad valorem or value added, and including any liability in respect of any items described above as a transferee or successor, pursuant to Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local or foreign Law), or as an indemnitor, guarantor, surety or in a similar capacity under any Contract.

“Third-Party Claim” has the meaning specified in Section 6.03(b).

“Trading Day” means a day on which the principal National Securities Exchange on which the Common Shares are listed or admitted to trading is open for the transaction of business or, if the Common Shares are not listed or admitted to trading on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

“Transaction Documents” means, collectively, this Agreement, the Series A Notes, the Registration Rights Agreement, the Board Director/Observer Agreement, the Commitment Letter, the Series A Warrant Certificate, the Series B Warrant Certificate and any and all other agreements or instruments executed and delivered to the Purchaser by the Company hereunder or thereunder, as applicable.

“Transaction Fee” means $14,000,000. “TSX” means the Toronto Stock Exchange.

“TSX Conditional Approval” has the meaning specified in Section 2.07(a)(v).

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“Voting Support Agreement” means one or multiple voting support agreements, in substantially the form attached hereto as Exhibit F, pursuant to which the Majority Disinterested Shareholders will commit to vote in favor of any required shareholder resolution approving (a) in accordance with the requirements of the TSX, the exercise of the Series A Warrants to be issued hereunder and under the Series A Warrant Certificate at the Initial Closing and (b) in accordance with the requirements of the Business Corporations Act (Ontario), the appointment of a designee of the Purchaser to the Company’s board of directors.

“VWAP” means, for any period of Trading Days, the volume-weighted average trading price of the Common Shares on NASDAQ, or, in the event the Common Shares are not then listed on the NASDAQ, the TSX, during such period of Trading Days.

“Warrant Certificates” means the Series A Warrant Certificate and the Series B Warrant Certificate.

“Warrant Shares” means the Common Shares issuable upon exercise of any Warrant in accordance with the terms and subject to the conditions of the Warrant Agreement.

“Warrants” means the Series A Warrants and the Series B Warrants. “Written Consents” has the meaning specified in Section 3.40.

Section 1.02 Accounting Procedures and Interpretation. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements of the Company and certificates and reports as to financial matters required to be furnished to the Purchaser hereunder shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II.

AGREEMENT TO SELL AND PURCHASE

Section 2.01 Sale and Purchase.

(a) On the terms and subject to the conditions hereof, at the Initial Closing:

(i) the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to issue 3,500,000 Common Shares to the Purchaser (the “Purchased Shares”) with a price per Common Share equal to $2.98 (the “Common Share Per Share Purchase Price”) for an aggregate amount equal to $10,430,000 (the “Common Share Purchase Price”);

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(ii) the Purchaser hereby agrees, and hereby commits, to purchase and fund to Akumin Corp a Series A Note for a purchase price of (1) $200,000,000 minus (2) the Transaction Fee plus (3) the Backstop Draw Amount, if any, and Akumin Corp hereby agrees to sell and issue a Series A Note to the Purchaser in the initial principal amount of (A) $200,000,000 (the “Base Series A Note Amount”) plus (B) at the election of the Company, an aggregate amount equal to the amount designated by the Company in accordance with Section 2.01(b), if any (the “Backstop Draw Amount”), which amount in clause (B) may be up to (but shall in no event exceed) the Backstop Commitment; provided, however, that if the aggregate commitment of third parties to purchase Additional Senior Notes in accordance with Section 5.04, if any, is less than the Commitment Cap minus the Minimum Purchase Price, then the Purchaser shall have the option, in its sole discretion, to require the Company to issue up to 50% of the Backstop Draw Amount as Additional Senior Notes, so long as such issuance of Additional Senior Notes would not result in a breach of the Company’s Consolidated First Lien Indebtedness Leverage Ratio or Consolidated Fixed Charge Coverage Ratio (each, as defined in, and calculated in accordance with, the Indenture); and

(iii) the Company shall issue to the Purchaser Series A Warrants to purchase a number of Common Shares equal to (A) 15% of the Purchase Price at the Initial Closing, divided by (B) the Common Share Per Share Purchase Price, which Series A Warrants shall have an exercise price equal to the Common Share Per Share Purchase Price.

(b) Upon written notice from the Company to the Purchaser not less than 12 Business Days prior to the Initial Closing, the Company shall have the option to require the Purchaser to fund to Akumin Corp at the Initial Closing, in addition to the Base Series A Note Amount, an amount up to the Backstop Commitment minus the aggregate amount of third party commitments (if any) for the purchase of senior secured notes to be issued at the Initial Closing by the Company on terms pari passu to the terms of the Senior Secured Notes due 2025 (such notes, the “Additional Senior Notes”) in accordance with Section 5.04.

(c) Following the Initial Closing, if the Commitment Cap is greater than the Purchase Price at the Initial Closing minus the Transaction Fee (any such excess, the “Growth Capital Commitment”), then such Growth Capital Commitment shall be available to be drawn by the Company, on the terms and subject to the conditions set forth in this Agreement, at one or multiple Subsequent Closings to fund organic growth and acquisition opportunities (“Growth Capital”) within 36 months of the Initial Closing (the “Growth Capital Commitment Period”). The Company shall provide a capital call notice to the Purchaser (a “Growth Capital Notice”) in the event that it identifies any growth or acquisition opportunity during the Growth Capital Commitment Period, together with a description of such opportunity, the amount of capital the Company is requesting to fund such opportunity (not to exceed, together with any other amounts funded by the Purchaser hereunder following the Initial Closing, the Growth Capital Commitment), the use of such proceeds and any other supporting documentation reasonably requested by the Purchaser, not less than 30 days prior to the date the Company is requesting such funding. Upon the satisfaction of the conditions set forth in Section 2.04, Section 2.05 and Section 2.06 during the Growth Capital Commitment Period, at any one or multiple Subsequent Closings, the Purchaser shall purchase and fund to Akumin Corp and Akumin Corp shall issue to the Purchaser a Series A Note in an initial principal amount equal to the amount of Growth Capital requested by the Company (not to exceed, together with any other amounts funded by the Purchaser hereunder following the Initial Closing, the Growth Capital Commitment). At any Subsequent Closing at which Akumin Corp issues a Series A Note to the Purchaser, the Company shall issue Series B Warrants to the Purchaser for the purchase of the number of Common Shares equal to (i) 20% of the amount of the Growth Capital Commitment funded at such Subsequent Closing divided by (ii) 120% of the VWAP for the 10 Trading Days ending on the Trading Day immediately prior to the earlier of the first public announcement of issuance of such Warrants or the date of issuance of such Warrants (the “Series B Price”), which Series B Warrants shall, subject to regulatory approval, if required, have an exercise price equal to the Series B Price.

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Section 2.02 Purchase Price Allocation. Prior to each Closing, the Company and the Purchaser shall use commercially reasonable efforts to mutually agree upon the allocation of the Purchase Price with respect to such Closing among the Series A Note, Purchased Shares and the Warrants issued at such Closing based upon their relative fair market values; provided, however, that if the Company and the Purchaser are unable to mutually agree upon such allocation, the allocation of the Purchase Price with respect to such Closing shall be submitted as soon as reasonably practicable following such Closing to Deloitte LLP or such other firm mutually agreed by the Company and the Purchaser (the “Appraiser”) for determination. For greater certainty, failure of the Company and the Purchaser to agree on an allocation in accordance with this Section 2.02 shall not be a condition to Closing. The Appraiser shall make such determination as promptly as practicable after its appointment hereunder and may take into account all factors as such Appraiser deems appropriate in making such determination based upon the relative fair market values of the Series A Note, the Purchased Shares and the Warrants. The Appraiser shall have such access to the books, records and properties of the Company as it may reasonably request for the purpose of making such a determination. The Company and the Purchaser agree not to take any position inconsistent with the allocation determined under this Section 2.02, including with respect to any Tax Return.

Section 2.03 Closing. Each Closing shall take place (a) on the date that is 12 Business Days after the date all of the conditions set forth in Section 2.04, Section 2.05 and Section 2.06, as applicable, have been satisfied or waived (except for those conditions that by their nature cannot be satisfied until the Closing) or (b) on such other date as the Company and the Purchaser may agree. Each Closing shall take place by the electronic exchange of executed documents and payment of money (or at such physical location as agreed to by the Company and the Purchaser).

Section 2.04 Mutual Conditions. The respective obligations of each party to consummate the funding of any amounts in respect of which a Series A Note will be issued, the purchase and sale of the Purchased Shares and the issuance of Warrants at a Closing shall be subject to the satisfaction, on or prior to the corresponding Closing Date, of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

(a) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which makes the transactions contemplated hereby illegal or otherwise enjoins the consummation thereof; and

(b) with respect to the Initial Closing, the closing of the transactions contemplated by the Acquisition Agreement shall have occurred, or shall occur concurrently with the Closing.

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Section 2.05 Conditions to the Purchaser’s Obligations. The obligation of the Purchaser to consummate the funding and the issuance of a Series A Note and the purchase of Purchased Shares and Warrants shall be subject to the satisfaction on or prior to the applicable Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):

(a) with respect to the Initial Closing, the representations and warranties of the Company contained in Section 3.01 (other than Section 3.01(b)), Section 3.02, Section 3.12(a) Section 3.13, Section 3.36, the first sentence of Section 3.37 and Section 3.40 shall be true and correct in all material respects when made and as of the Initial Closing Bringdown Date (except that representations and warranties made as of a specific date shall be required to be true and correct in all material respects as of such date only);

(b) with respect to any Subsequent Closing, the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.12(a), Section 3.13, Section 3.14, or Section 3.17, or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct or true and correct in all material respects, as applicable, as of such date only);

(c) with respect to the Initial Closing, the Company and Akumin Corp shall have performed and complied in all material respects with all of the covenants and agreements contained in Section 5.01(a) and Section 5.01(c), and, if any Additional Senior Notes will be issued by the Company at the Initial Closing, the covenants and agreements contained in Section 5.04;

(d) with respect to any Subsequent Closing, the Company shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the applicable Closing Date;

(e) no notices of delisting shall have been received by the Company from both NASDAQ and the TSX with respect to the Common Shares;

(f) with respect to any Subsequent Closing, there shall not have occurred a Material Adverse Effect;

(g) the Company shall have delivered, or caused to be delivered, to the Purchaser the Company’s closing deliveries described in Section 2.07(a), as applicable;

(h) with respect to any Subsequent Closing, the aggregate market value (based on the closing trading price per Common Share on NASDAQ, or, in the event the Common Shares are not the listed on NASDAQ, the TSX, on the Trading Day immediately preceding the corresponding Closing Date) of all of the Company’s issued and outstanding Common Shares is greater than or equal to the aggregate value of the Series A Notes (after giving effect to the issuance of the Series A Note contemplated by such Subsequent Closing); and

(i) with respect to any Subsequent Closing, the Purchaser, in its discretion, shall be satisfied that the proposed uses of proceeds set forth in the Growth Capital Notice are expected to create returns to the Company Entities that are greater than or equal to the amount of the requested Growth Capital, as adjusted for risk and market conditions.

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Section 2.06 Conditions to the Company’s Obligations. The obligation of Akumin Corp to consummate the funding and the issuance of any Series A Note and the Company to consummate the sale and issuance of the Purchased Shares and Warrants to the Purchaser shall be subject to the satisfaction on or prior to the applicable Closing Date of each of the following conditions (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law):

(a) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);

(b) the Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the applicable Closing Date; and

(c) the Purchaser shall have delivered, or caused to be delivered, to the Company the Purchaser’s closing deliveries described in Section 2.07(b), as applicable.

Section 2.07 Closing Deliveries.

(a) Deliveries of the Company. The Company shall deliver, or cause to be delivered, to the Purchaser:

(i) At each Closing, an opinion from Stikeman Elliott LLP, McDermott Will & Emery LLP and Womble Bond Dickinson LLP, as counsel for the Company, in respect of the matters set out in Exhibit A-1 and Exhibit A-2, which shall be addressed to the Purchaser and dated as of the applicable Closing Date with customary assumptions and qualifications;

(ii) At each Closing, (A) a certificate of the Secretary of State, or equivalent, of each applicable state or province, dated within 10 Business Days prior to the applicable Closing Date, to the effect that the Company, Akumin Corp and each of the Significant Subsidiaries (as defined in the Indenture) is in good standing in its jurisdiction of formation or (B) one or more opinions of qualified counsel, as counsel for the Company, that the Company, Akumin Corp and each of the Significant Subsidiaries is in good standing in its jurisdiction of formation;

(iii) At the Initial Closing, an executed Series A Note in an initial principal amount equal to the Base Series A Note Amount plus the Backstop Draw Amount (if any), which shall have been duly executed by Akumin Corp;

(iv) At each Subsequent Closing, an executed Series A Note in an initial principal amount equal to the amount of the Growth Capital Commitment funded at such Subsequent Closing, which shall have been duly executed by Akumin Corp;

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(v) At the Initial Closing, a counterpart of the Registration Rights Agreement, which shall have been duly executed by the Company;

(vi) At the Initial Closing, (A) evidence that a “Listing of Additional Shares” notification has been filed with NASDAQ with respect to the Warrant Shares relating to the Warrants to be issued at the Initial Closing and the Purchased Shares and that no objection thereto has been received from NASDAQ and (B) a letter of the TSX evidencing the conditional approval of the TSX of the listing of the Warrant Shares into which the Warrants to be issued at the Initial Closing will be convertible and the Purchased Shares), in substantially the form attached hereto as Exhibit G (the “TSX Conditional Approval”);

(vii) At any Subsequent Closing, (A) evidence that a “Listing of Additional Shares” notification has been filed with NASDAQ with respect to the Warrant Shares relating to the Warrants to be issued at such Subsequent Closing and that no objection thereto has been received from NASDAQ, (B) a letter of the TSX evidencing the conditional approval of the TSX of the listing of the Warrant Shares into which the Warrants to be issued at such Subsequent Closing will be convertible, subject to standard listing conditions being completed on or before the date specified for such listing that are reasonably acceptable to Purchaser, and (C) evidence reasonably acceptable to the Purchaser that all TSX approvals or shareholder approvals required for the issuance and exercise of the Warrants to be issued at such Subsequent Closing have been received or are not required;

(viii) At the Initial Closing, a counterpart of the Series A Warrant Certificate, which shall have been duly executed by the Company;

(ix) At each Subsequent Closing, a counterpart of the Series B Warrant Certificate, which shall have been duly executed by the Company;

(x) At the Initial Closing, reasonable evidence of the issuance of the Purchased Shares, free and clear of any Liens, other than transfer restrictions under applicable securities Laws and those created by the Purchaser;

(xi) At the Initial Closing, a counterpart of the Board Director/Observer Agreement, which shall have been duly executed by the Company;

(xii) At each Closing, a certificate of the Secretary or Assistant Secretary of the Company, dated as of the applicable Closing Date, certifying as to and attaching (A) the Organizational Documents of the Company and Akumin Corp, (B) board resolutions authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of a Series A Note, the Purchased Shares and the Warrants, by the Company and Akumin Corp, as applicable, and (C) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company and Akumin Corp, setting forth the name and title and bearing the signatures of such officers; and

(xiii) At each Closing, a certificate of an authorized officer of the Company and Akumin Corp, dated as of the applicable Closing Date, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Section 2.04(c) (with respect to the Initial Closing only), Section 2.05(a) (with respect to the Initial Closing only), Section 2.05(b) (with respect to any Subsequent Closing only) and Section 2.05(c) have been satisfied.

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(b) Deliveries of the Purchaser. The Purchaser shall deliver, or cause to be delivered, to the Company:

(i) At the Initial Closing, a counterpart of the Registration Rights Agreement, which shall have been duly executed by the Purchaser;

(ii) At the Initial Closing, a counterpart of the Board Director/Observer Agreement, which shall have been duly executed by the Company;

(iii) At each Closing, a certificate of an authorized officer of the Purchaser, dated as of the applicable Closing Date, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Section 2.06(a) and Section 2.06(b) have been satisfied;

(iv) At each Closing, the Purchase Price applicable to such Closing (minus, in the case of the Initial Closing, the Transaction Fee) payable by wire transfer of immediately available funds to an account designated in advance of the applicable Closing Date by the Company to the Purchaser in writing.

Section 2.08 Further Assurances. From time to time after the date hereof, without further consideration, the Company and the Purchaser shall use their reasonable best efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and the other Transaction Documents.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES AND

COVENANTS RELATED TO THE COMPANY

The Company and Akumin Corp, jointly and severally, represent and warrant to and covenant with the Purchaser as follows:

Section 3.01 Existence; Good Standing; Authority; Authorization.

(a) Each of the Company and Akumin Corp has been duly formed and is validly existing as a corporation and is in good standing under the Laws of its jurisdiction of incorporation or formation, as the case may be, with full power and authority to own, lease and operate its Properties and assets and to conduct its business in which it is engaged and (i) to execute and deliver this Agreement and the other Transaction Documents to which such Company Entity is a party and consummate the transactions contemplated hereby and thereby, (ii) in the case of the Company, to issue, sell and deliver the Purchased Shares and the Warrants and (iii) in the case of Akumin Corp, to issue and deliver a Series A Note.

(b) Each of the Company Entities is duly qualified to do business as a corporation, limited partnership or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except for any failures to be so qualified and in good standing that would not, individually or in the aggregate, (i) reasonably be expected to have a Material Adverse Effect or (ii) subject the shareholders of the Company to any material liability or disability.

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(c) The Organizational Documents of the Company and Akumin Corp. have been duly authorized and, to the extent applicable executed, delivered and recorded with any applicable Governmental Authority, and are valid and legally binding on the Company and Akumin Corp, as applicable, enforceable against the Company and Akumin Corp, as applicable, in accordance with their respective terms.

Section 3.02 Capitalization and Valid Issuance of Shares.

(a) The authorized equity interests of the Company consist of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in one or more series. Prior to the issuance and sale of the Purchased Shares at the Initial Closing (and without given effect to the issuance of the Acquisition Share Consideration), there were (i) 71,153,427 Common Shares issued and outstanding and (ii) no preferred shares of any series issued and outstanding. All outstanding equity securities of the Company are duly authorized, validly issued, fully paid and non-assessable.

(b) The Purchased Shares being purchased by the Purchaser hereunder have been duly authorized by the Company and, when issued and delivered by the Company in accordance with this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under applicable securities laws and (ii) such Liens as are created by the Purchaser.

(c) There are no Persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Shares; and, except (i) for Warrants to be issued pursuant to this Agreement and the Warrant Certificates, (ii) for awards issued pursuant to the Company’s benefit plans, (iii) as disclosed in the Company’s Public Documents, or (iv) the Acquisition Share Consideration issuable under the terms of the Acquisition Agreement, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ownership interests in the Company are outstanding.

(d) The Warrant Shares have been duly authorized and, upon issuance in accordance with this Agreement and the Warrants against payment of the consideration set forth in the applicable Warrant Certificates, the Warrant Shares will be validly issued, fully paid and non-assessable and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under applicable securities laws, and (ii) such Liens as are created by the Purchaser.

(e) The Warrants have been duly authorized by the Company. The Warrants set forth the rights, preferences and priorities of the holders thereof, and the holders thereof will have the rights set forth therein upon each Closing.

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(f) Akumin Corp. is not the obligor under any outstanding Indebtedness (other than as permitted under the Senior Secured Notes due 2025, the 2020 Revolving Credit Agreement and any Additional Senior Notes when issued).

Section 3.03 Subsidiaries. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company (a) have been duly authorized and validly issued (in accordance with the Organizational Documents of such Subsidiary), and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such Subsidiary) and nonassessable (except as such nonassessability may be affected by the applicable Law of such Subsidiary’s jurisdiction of formation), and (b) except as disclosed in Company’s Public Documents are wholly-owned, directly or indirectly, by the Company, free and clear of all Liens, except restrictions on transferability in the Organizational Documents of such Subsidiary and as permitted under the Senior Secured Notes due 2025, the 2020 Revolving Credit Agreement and any Additional Senior Notes when issued.

Section 3.04 Company’s Public Documents.

(a) Except as disclosed in the AKU SEC Documents, since January 1, 2020, the Company’s forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act have been filed with the Commission on a timely basis. The AKU SEC Documents, at the time filed (or in the case of registration statements, solely on the dates of effectiveness), except to the extent corrected by a subsequent AKU SEC Document, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made in the case of any such documents other than a registration statement, not misleading, (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and

(c) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

(b) Except as disclosed in the AKU CSC Documents, since January 1, 2020, the Company’s continuous disclosure documents required to be filed by it under Canadian Securities Law have been filed on SEDAR on a timely basis. The information and statements set forth in the AKU CSC Documents, as of the respective applicable dates of such information and statements, (a) did not contain any “misrepresentation” as such term is defined under Canadian Securities Laws (b) complied as to form in all material respects with the applicable requirements of the Canadian Securities Laws and the requirements of the TSX, as the case may be, and (c) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Canadian Securities Commissions with respect thereto.

Section 3.05 Financial Statements.

(a) The historical financial statements (including the related notes and supporting schedule) contained or incorporated by reference in the Company’s Public Documents, (i) comply as to form with the applicable accounting requirements under the Securities Act, the Exchange Act, Canadian Securities Laws and the Business Corporations Act (Ontario), (ii) present fairly (subject in the case of unaudited statements to normal and recurring and year-end audit

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adjustments) in all material respects the consolidated financial position, results of operations and cash flows of the Company Entities purported to be shown thereby on the basis and at the respective dates or for the respective periods stated therein and (iii) have been prepared in accordance with GAAP or IFRS (as set forth in the notes thereto) consistently applied throughout the periods involved, in each case, except to the extent disclosed therein. The other financial information of the Company Entities, including non-GAAP or non-IFRS financial measures, if any, contained or incorporated by reference in the Company’s Public Documents has been derived from the accounting records of the Company Entities, and fairly presents in all material respects the information purported to be shown thereby. Nothing has come to the attention of the Company that has caused it to believe that the statistical and market-related data included in the Company’s Public Documents is not based on or derived from sources that are reliable and accurate in all material respects as of the date on which such Company Public Document was filed.

(b) Since the date of the most recent balance sheet of the Company audited by the Company’s auditor, (i) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the AKU SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto and (ii) based on an annual evaluation of disclosure controls and procedures, the Company is not aware of (A) any significant deficiencies in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial information, or any material weaknesses in internal controls over financial reporting of the Company or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company.

Section 3.06 Independent Registered Public Accounting Firm. Ernst & Young LLP, which has audited the financial statements contained or incorporated by reference in the Company’s Public Documents since it was engaged on or about November 2019, is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States). Ernst & Young LLP has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company or any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Ernst & Young LLP are independent with respect to the Company within the meaning of the rules of professional conduct applicable to auditors in Canada and there has never been a “reportable event” (within the meaning of National Instrument 51-102) with the current auditors of the Company during the last three years.

Section 3.07 No Material Adverse Change. Since December 31, 2020, except as expressly set forth in the Company’s Public Documents, there has not been any Material Adverse Effect.

Section 3.08 No Registration Required. Assuming the accuracy of the representations and warranties of the Purchaser contained in Article IV, the issuance and sale of the Purchased Shares and the Warrants pursuant to this Agreement is exempt from registration requirements of the Securities Act and is exempt from the prospectus requirements under Canadian Securities Laws, and neither the Company nor, to the knowledge of the Company, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

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Section 3.09 No Restrictions; Registration Rights Priority. Except as limited by applicable securities laws and as set forth in the Transaction Documents, there are no restrictions upon the voting or transfer of, any equity securities of the Company (including the Purchased Shares and the Warrant Shares). Except for such registration rights granted under the Acquisition Agreement, the Company has not granted registration rights that (a) are equal or superior in priority to, or otherwise equal to or greater than, in any respect, those contained in the Registration Rights Agreement, (b) reduce or could reduce the aggregate amount of securities that may be registered pursuant to the Registration Rights Agreement or (c) conflict in any material respect with the rights granted to the Purchaser pursuant to the Registration Rights Agreement.

Section 3.10 Litigation. Except as described in the Company’s Public Documents, there are no actions, suits, claims, investigations, orders, injunctions or proceedings pending or, to the Knowledge of the Company, threatened or contemplated, to which the Company Entities or any of their respective directors or officers is, or, in respect of proceedings threatened or contemplated, would be, a party or to which any of their respective Properties is, or, in respect of proceedings threatened or contemplated, would be, subject at law or in equity, before or by any Governmental Authority, or before or by any self-regulatory organization or other non-governmental regulatory authority (including NASDAQ and the TSX), which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or which challenge the validity of any of the Transaction Documents, the Acquisition Agreement or the right of the Company to enter into any of the Transaction Documents or the Acquisition Agreement or to consummate the transactions contemplated thereby.

Section 3.11 No Default. No Company Entity is in breach or violation of or in default under (nor has any event occurred which, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a Person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (a) any of its Organizational Documents, (b) any Contract to which it is a party or by which it or any of its Properties may be bound or affected, (c) any Law,

(d) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including the rules and regulations of NASDAQ and TSX), or (e) any decree, judgment or order applicable to it or any of its Properties, except in the case of clauses (b) through (e) for any such breaches, violations or defaults that are described in the Company’s Public Documents or that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of any of the Company Entities to perform its obligations under the Transaction Documents or the Acquisition Agreement.

Section 3.12 No Conflicts. The issuance and sale by the Company of the Purchased Shares and the Warrants and the application of the proceeds thereof, the issuance of a Series A Note by Akumin Corp and the application of the proceeds thereof, the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby will not conflict with, result in any breach or violation of, constitute a default under (or constitute any event which, with notice, lapse of time or both, would result in any breach

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or violation of, constitute a default under or give the holder of any indebtedness (or a Person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under), or result in the creation or imposition of a Lien on any Property or assets of any Company Entity pursuant to (a) the Organizational Documents of any of the Company Entities, (b) any Contract to which any of the Company Entities is a party or by which any of the Company Entities or any of their respective Properties may be bound or affected, (c) any Law, (d) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including the rules and regulations of NASDAQ and TSX), or (e) any decree, judgment or order applicable to any of the Company Entities or any of their respective properties, except in the cases of clauses (b) through (e) for any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of any of the Company Entities to perform its obligations under the Transaction Documents or the Acquisition Agreement.

Section 3.13 Authority: Enforceability. The Company has all requisite power and authority to issue, sell and deliver the Purchased Shares and Warrants in accordance with and upon the terms and conditions set forth in this Agreement and the Series A Warrant Certificate or Series B Warrant Certificate, as applicable. Akumin Corp has all requisite power and authority to issue, sell and deliver the Series A Notes in accordance with and upon the terms and conditions set forth in this Agreement and the applicable Series A Note. All corporate, limited partnership and limited liability company action, as the case may be, required to be taken by the Company Entities or any of their shareholders, partners or members for the authorization, issuance, sale and delivery of the Series A Notes, the Purchased Shares, and the Warrants, and the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby has been validly taken. Each of the Transaction Documents has been duly and validly authorized and has been or, with respect to the Transaction Documents to be delivered at each Closing, will be, validly executed and delivered by the applicable Company Entity and, to the Knowledge of the Company, the other parties thereto. Each of the Transaction Documents constitutes, or will constitute, the legal, valid and binding obligations of the applicable Company Entity and, to the Knowledge of the Company, each of the other parties thereto, in each case enforceable in accordance with its terms; provided that, with respect to each such Transaction Document that is a Contract, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Section 3.14 Approvals. No approval, authorization, consent, waiver, license, qualification, written exemption from, or order of or filing with any Governmental Authority, or of or with any self-regulatory organization or other non-governmental regulatory authority (including the TSX and NASDAQ), or approval of the security holders of the Company Entities (each, a “Consent”), is required in connection with the issuance and sale of the Series A Notes, Purchased Shares or Warrants issued at any Closing by the Company, the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company Entities party hereto or thereto and the consummation by the Company Entities of the transactions contemplated hereby or thereby, other than (a) Consents required by the Commission and the Canadian Securities Commissions in connection with the Company’s obligations under the Registration Rights Agreement, (b) Consents required under the state securities or “Blue Sky” Laws, (c) TSX listing approval and any application to list additional shares on NASDAQ, to the extent such application is required, and (d) Consents, the absence or omission of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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Section 3.15 Repayment Restrictions. No Company Entity is currently prohibited or, as a result of the transactions contemplated by the Transaction Documents and the Acquisition Agreement, will be prohibited, directly or indirectly, from paying interest on the Series A Notes.

Section 3.16 Investment Company Status. None of the Company Entities is, and, immediately after the sales of the Purchased Shares and Warrants hereunder and the application of the net proceeds from such sales, none of the Company Entities will be, an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940.

Section 3.17 Certain Fees. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from the Purchaser with respect to the sale of any of the Purchased Shares or Warrants or the consummation of the transactions contemplated by this Agreement, the other Transaction Documents or by the Acquisition Agreement based upon arrangements made by or on behalf of any Company Entity. The Company agrees that it will indemnify and hold harmless the Purchaser from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Company Entities or alleged to have been incurred by the Company Entities in connection with the sale of the Purchased Shares or the consummation of the transactions contemplated by this Agreement and the Acquisition Agreement.

Section 3.18 Labor and Employment Matters. No labor disturbance by or with the employees of any of the Company Entities exists, or, to the Knowledge of the Company, is imminent or threatened that could reasonably be expected to have a Material Adverse Effect.

Section 3.19 Insurance. The Company Entities maintain insurance from reputable insurers covering the Properties, operations, personnel and businesses of the Company Entities; such insurance insures against losses and risks to an extent which is reasonably adequate, in accordance with customary industry practice, to protect the Company Entities and their respective businesses in a commercially reasonable manner; all such insurance is fully in force on the date hereof; and the Company Entities have no reason to believe that they will not be able to renew such insurance as and when such insurance expires, except for such insurance for which the failure to be outstanding and duly in force would not reasonably be expected to have a Material Adverse Effect.

Section 3.20 Internal Controls. Except as described in the Company’s Public Documents, the Company Entities, taken as a whole, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or IFRS, as applicable, and to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

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Section 3.21 Disclosure Controls and Procedures. (a) To the extent required by Rule 13a-15 under the Exchange Act and under Canadian Securities Laws, each of the Company Entities has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act and Canadian Securities Laws, as applicable), (b) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in the reports to be filed or submitted under the Exchange Act or under Canadian Securities Laws is accumulated and communicated to management of the Company to allow timely decisions regarding required disclosure to be made and (c) to the extent required by Rule 13a-15 under the Exchange Act and under Canadian Securities Laws, such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. The Company has carried out evaluations of the effectiveness of its disclosure controls and procedures as of the end of the most recently completed fiscal year covered by the Company’s periodic reports filed with the Commission.

Section 3.22 Sarbanes-Oxley. The Company and, to the Company’s Knowledge, the Company’s directors or officers, in their capacities as such, are in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

Section 3.23 Listing and Maintenance Requirements. The Common Shares are listed on the TSX and NASDAQ, and the Company has not received any notice of delisting. Subject to approval of the Shareholder Approval Matters, the satisfaction of the conditions set forth in the TSX Conditional Approval and the filing, if required, of an application to NASDAQ to list additional shares, the issuance and sale of the Purchased Shares and the issuance of Warrant Shares upon exercise of the Warrants will not contravene TSX or NASDAQ rules and regulations.

Section 3.24 Environmental Compliance. Except as described in Company’s Public Documents, (a) each Company Entity and each of the Properties, assets and operations of the Company Entities is in compliance with any and all Environmental Laws, (b) each Company Entity has timely applied for or received and, to the extent received, is in compliance with all permits, licenses, authorizations or other approvals required under Environmental Laws to conduct its business as it is currently being conducted, (c) since January 1, 2020, no Company Entity has received written notice of any, and to the Knowledge of the Company, there are no events, conditions or activities that could reasonably be expected to form the basis for any, actual or potential liability under Environmental Laws for violation of Environmental Laws or for the investigation or remediation of any disposal or release of any Hazardous Materials, and (d) no Company Entity is subject to any pending or, to the Knowledge of the Company, threatened actions, suits, demands, orders or proceedings against any Company Entity relating to any Environmental Laws (collectively, “Environmental Proceedings”), except for any (i) failures to comply with Environmental Laws or to timely apply for or receive, or to comply with, permits, licenses, authorizations or other approvals required under Environmental Laws, (ii) actual or potential liabilities or violations under Environmental Laws or (iii) Environmental Proceedings, in each case, that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Company’s Public Documents, no Company

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Entity has entered into any settlement agreement relating to any alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials, except for any such agreements that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Company’s Public Documents, no Company Entity is currently named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980.

Section 3.25 ERISA Compliance. None of the following events has occurred or exists with respect to any of the Company Entities: (a) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of the Employee Retirement Security Act of 1974 (“ERISA”), and the regulations and published interpretations thereunder with respect to any Plan (as defined below), determined without regard to any waiver of such obligations or extension of any amortization period, and which would result in a Material Adverse Effect, (b) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees of or seconded to the Company Entities that would reasonably be expected to have a Material Adverse Effect or (c) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees of or seconded to the Company Entities by any such Company Entity that would reasonably be expected to have a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur with respect to any of the Company Entities that would cause a Material Adverse Effect: (w) an increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year compared to the amount of such contributions made by the Company Entities in the most recently completed fiscal year, (x) an increase in the Company Entities’ “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the most recently completed fiscal year, (y) any event or condition giving rise to a liability under Title IV of ERISA or (z) the filing of a claim by one or more employees of, former employees of, or employees seconded to the Company Entities related to its or their employment. For purposes of this Section 3.25, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which any Company Entity may have any liability.

Section 3.26 Tax Returns; Taxes. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) each of the Company Entities has prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate, (b) each of the Company Entities has timely paid all Taxes that are required to be paid by any of them, (c) there are no audits, examinations, investigations, actions, suits, claims or other proceedings in respect of any Taxes pending or threatened in writing nor has any deficiency for any Tax been assessed by any Governmental Authority in writing against any Company Entity, and (d) all Taxes required to be withheld by any Company Entity have been withheld and paid over to the appropriate Tax authority (except in the case of this clause (d) or clause (a) or (b) above, with respect to matters contested in good faith and for which adequate reserves have been established on the Company’s financial statements included or incorporated by reference in the Company’s Public Documents). None of the Company Entities has entered into any transaction

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that, as of the date of this Agreement, has been identified by the Internal Revenue Service in published guidance as a “listed transaction” as defined under Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the Internal Revenue Code of 1986. The Common Shares and Warrants will not, and it is expected that the Common Shares and Warrants will at no time in the future, constitute “taxable Canadian property” as defined in subsection 248(1) of the Income Tax Act (Canada).

Section 3.27 Compliance with Laws; Permits. Except as described in the Company’s Public Documents, (a) each of the Company Entities has all necessary licenses, authorizations, permits, variances, waivers, exemptions, consents and approvals (each, a “Permit”) and has made all necessary filings required under any applicable Law, and has obtained all necessary Permits from other persons, in order to conduct its business and own its Properties as such business is currently conducted and such Properties are currently owned, except for such Permits the absence or omission of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) no Company Entity is in violation of or default under, or has received notice of any proceedings relating to the revocation or modification of, any such Permit or any Law applicable to such Company Entity, except for any such violations, defaults, revocations or modifications that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) each of the Company Entities is in compliance with all such Permits, except for any failure to comply with such Permits that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.28 Healthcare Laws.

(a) Except as disclosed to the Purchaser in writing (including email) prior to the date hereof or in the Company Public Documents:

(i) the Company Entities are, and for the past six years have been, in compliance in all material respects with all Health Care Laws applicable to the ownership and operation of the business and assets thereof; and

(ii) during the past six years, none of the Company Entities nor, to the Company’s Knowledge, any of the Company Entities’ members, officers, directors, managers, employees, or representatives, (i) has been, or is currently in the process of being excluded, suspended or debarred by the Department of Health and Human Services Office of Inspector General (“OIG”) or the General Services Administration (“GSA”) from participation in any federal health care program, (ii) has been listed on the office of the OIG’s or GSA’s excluded persons list, or (iii) has entered into any agreement or settlement with any Governmental Authority with regard to any alleged non-compliance with, or violation of, any Health Care Law that would be material to the Company Entities, taken as a whole. No Company Entity, nor to the Company’s knowledge, any director, equity holder, executive officer, managing employee (as such term is defined in 42 U.S.C. §1320a-5(b)), employee or contractor of the Company Entities (A) has been assessed a civil monetary penalty under Section 1128A of the Social Security Act, (B) has been excluded, suspended or debarred, or engaged in any conduct that would reasonably be expected to result in exclusion, suspension, or debarment from participation in any federal health care program, (C) has been convicted of any criminal offense relating to the delivery of an item or service under any federal health care program or (D) has made a material

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voluntary disclosure pursuant to any governmental body self-disclosure protocol or similar functions, including, but not limited to the OIG pursuant to the OIG’s self-disclosure protocol, provided that, for the avoidance of doubt, this shall not be deemed to include repayments and refunds made in the ordinary course of business to a Governmental Authority.

(b) The Company Entities have an operational healthcare compliance program (the “Compliance Program”) that: (i) governs all of the Company Entities’ personnel and agents; (ii) is consistent in all material respects with the U.S. Federal Sentencing Guidelines for effective compliance programs; and (iii) includes systems and processes reasonably designed to protect fraud, waste, and abuse with all applicable Laws and Contract obligations in all material respects. The Company Entities operate in compliance with the Compliance Program in all material respects.

Section 3.29 Data Privacy and Security.

(a) Except as disclosed to the Purchaser in writing (including email) prior to the date hereof or in the Company Public Documents, the Company Entities currently comply and have complied at all times with applicable Company Privacy Policies and the Privacy Requirements in all material respects. The Company Entities have established and maintained a commercially reasonable Information Security Program, and there have been no material violations of the Information Security Program. The Company Entities have (i) assessed and tested the Information Security Program on a no less than annual basis, (ii) remediated all critical, high and medium risks and vulnerabilities, and (iii) the Information Security Program has proven sufficient and compliant with Privacy Requirements in all material respects.

(b) Except as disclosed to the Purchaser in writing (email included) prior to the date hereof or would not reasonably be expected to be material, (i) the Company Entities and, to the Knowledge of the Company, their Data Processors have not suffered a Security Incident, have not been required to notify any Person or Governmental Authority of any Security Incident, and have not been adversely affected by any Malicious Code, ransomware or malware attacks, or denial-of-service attacks on any IT Systems; (ii) neither the Company Entities nor any third party acting at the direction or authorization of the Company Entities have paid any perpetrator of any actual or threatened Security Incident or cyber attack, including, but not limited to a ransomware attack or a denial-of-service attack; (iii) the Company Entities have not received a written notice (including any enforcement notice), letter, or complaint from a Governmental Authority or any Person alleging noncompliance or potential noncompliance with any Privacy Requirements or Company Privacy Policies and has not been subject to any actions, suits, demands, orders or proceedings relating to noncompliance or potential noncompliance with Privacy Requirements or the Company Entities’ Processing of Personal Data; and (iv) the Company Entities are not in breach or default of any Contracts relating to the IT Systems or to Company Data and does not transfer Personal Data internationally except where such transfers comply with Privacy Requirements and Company Privacy Policies.

Section 3.30 Required Disclosures and Descriptions. There are no legal or governmental proceedings (including an audit or examination by any taxing authority) pending or, to the Knowledge of the Company, threatened, against any of the Company Entities, or to which any of the Company Entities is a party, or to which any of their respective Properties is subject,

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that are required to be described in the Company’s Public Documents but are not described as required, and there are no Contracts that are required to be described in Company’s Public Documents or to be filed as an exhibit to the Company’s Public Documents that are not described or filed as required by the Securities Act or the Exchange Act or as required under Canadian Securities Laws.

Section 3.31 Title to Property. The Company Entities have good and marketable title to all real property and good title to all personal property described in the Company’s Public Documents as being owned by any of them, free and clear of all Liens, except for Liens as are described in the Company’s Public Documents.

Section 3.32 FCPA. No Company Entity nor, to the Knowledge of the Company, any director, officer, agent or employee of the Company Entities has made any payment of funds of such Company Entities or received or retained any funds in violation of any Law (including the Foreign Corrupt Practices Act of 1977 or the Corruption of Foreign Public Officials Act (Canada)), which payment, receipt or retention is of a character required to be disclosed in the Company’s Public Documents.

Section 3.33 Money Laundering Laws. The operations of the Company Entities are and have been conducted in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 and the money laundering Laws of all applicable jurisdictions (collectively, “Money Laundering Laws”); and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator or non-governmental authority involving alleged violations of the Money Laundering Laws by the Company Entities is pending or, to the Knowledge of the Company, threatened.

Section 3.34 OFAC. No Company Entity nor, to the Knowledge of the Company, any director, officer, agent or employee of the Company Entities is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or applicable in Canada; and the Company Entities will not directly or indirectly use the proceeds of the transactions contemplated hereby, or lend, contribute or otherwise make available such proceeds to any other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or any Canadian sanctions.

Section 3.35 Related Party Transactions. Except as described in the Company’s Public Documents, no Company Entity has, directly or indirectly (a) extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company or its Affiliates, or to or for any family member or Affiliate of any director or executive officer of the Company or its Affiliates or (b) made any material modification to the term of any personal loan to any director or executive officer of Company or its Affiliates, or any family member or Affiliate of any director or executive officer of the Company or its Affiliates.

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Section 3.36 No Side Agreements. There are no binding agreements by, among or between the Company or any of its Affiliates, on the one hand, and any of Alliance HealthCare Services Inc., Thaihot Investment Company US Limited, and Thaihot Investment Co., LTD. or any of their respective Affiliates, on the other hand, with respect to the transactions contemplated by the Acquisition Agreement other than the Acquisition Agreement and any other Contract explicitly mentioned therein.

Section 3.37 Acquisition Agreement. The Company has provided to the Purchaser true, correct and complete copies of the Acquisition Agreement and all Contracts contemplated therein and attached thereto. To the Knowledge of the Company, (i) there have been no disputes or claims among the parties to the Acquisition Agreement, or any of them, with respect to the transactions contemplated thereby, (ii) all representations and warranties set forth in the Acquisition Agreement are true and correct in all material respects, and (iii) there are no facts or circumstances that would reasonably be expected to cause the transactions contemplated by the Acquisition Agreement to not be consummated on or prior to the Outside Date.

Section 3.38 Canadian Legends. Subject to the Purchaser’s representations and warranties in Article IV being true and correct, the Company represents and warrants that the Purchased Shares, the Warrants and the Warrant Shares are not required to bear a restriction legend under Canadian Securities Laws or the requirements of the TSX.

Section 3.39 Section 125 Matters. Prior to the Date of this Agreement, the shareholders of the Company have validly approved and authorized the Board to determine the number of directors to serve on the board of directors of the Company within the minimum and maximum number of directors as provided for in its articles of 3 and 10, respectively, in accordance with Section 125(3) of the Business Corporations Act (Ontario) and such approval (a) was unconditional and (b) remains in full force and effect, unamended.

Section 3.40 Shareholder Written Consents. Prior to the date of this Agreement, the Company has made available to the Purchaser written consents approving the exercisability of the Financing Warrants to be issued at the Initial Closing, on the form approved in section 3 of the TSX Conditional Approval and executed by the Majority Disinterested Shareholders (the “Written Consents”) and the Written Consents have validly approved and authorized the exercise of the Series A Warrants and such approval (a) was unconditional and (b) remains in full force and effect, unamended.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES AND

COVENANTS OF THE PURCHASER

The Purchaser represents and warrants and covenants to the Company as follows:

Section 4.01 Existence. The Purchaser is duly organized and validly existing and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

Section 4.02 Authorization, Enforceability. The Purchaser has all necessary legal power and authority to enter into, deliver and perform its obligations under the Transaction Documents to which it is a party. The execution, delivery and performance of such Transaction Documents by the Purchaser and the consummation by it of the transactions contemplated thereby

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have been duly and validly authorized by all necessary legal action, and no further consent or authorization of the Purchaser is required. Each of the Transaction Documents to which the Purchaser is a party has been duly executed and delivered by the Purchaser, where applicable, and constitutes a legal, valid and binding obligation of the Purchaser; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Section 4.03 No Breach. The execution, delivery and performance of the Transaction Documents to which the Purchaser is a party by the Purchaser and the consummation by the Purchaser of the transactions contemplated thereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which the Purchaser is a party or by which the Purchaser is bound or to which any of the property or assets of the Purchaser is subject, (b) conflict with or result in any violation of the provisions of the Organizational Documents of the Purchaser, or (c) violate any Law of any Governmental Authority or body having jurisdiction over the Purchaser or the property or assets of the Purchaser, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by such Transaction Documents.

Section 4.04 Certain Fees. No fees or commissions are or will be payable by the Purchaser to brokers, finders or investment bankers with respect to the purchase of any of the Purchased Shares or Warrants or the consummation of the transactions contemplated by this Agreement or the other Transaction Documents. The Purchaser agrees that it will indemnify and hold harmless the Company from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Purchaser or alleged to have been incurred by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

Section 4.05 Unregistered Securities.

(a) Accredited Investor Status; Sophisticated Purchaser. The Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in the Series A Notes, the Purchased Shares, the Warrants and the Warrant Shares, as applicable. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Series A Notes, Purchased Shares, the Warrants and the Warrant Shares, as applicable.

(b) Information. The Purchaser and its Representatives have been furnished with all materials relating to the business, finances and operations of the Company that have been requested and materials relating to the offer and sale of the Series A Notes, Purchased Shares, Warrants and Warrant Shares that have been requested by the Purchaser. The Purchaser and its Representatives have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted at any time by the Purchaser and its Representatives shall modify, amend or affect the Purchaser’s right (i) to rely on the Company’s representations and warranties contained in Article III above or (ii) to indemnification or any other

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remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in any Transaction Document. The Purchaser understands that its purchase of the Series A Notes, Purchased Shares and Warrants involves a high degree of risk. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Series A Notes, Purchased Shares and Warrants.

(c) Cooperation. The Purchaser shall cooperate reasonably with the Company to provide any information necessary for any applicable securities filings.

(d) Legends. The Purchaser understands that, until such time as the Series A Notes, Purchased Shares, Warrants and Warrant Shares, as applicable, have been sold pursuant to an effective registration statement under the Securities Act, or the Series A Notes, Purchased Shares, Warrants and Warrant Shares, as applicable, are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Series A Notes, Purchased Shares, Warrants and Warrant Shares will bear a restrictive legend.

(e) Purchase Representation. The Purchaser is purchasing the Series A Notes, the Purchased Shares and the Warrants for its own account and not with a view to distribution in violation of any securities laws. The Purchaser has been advised and understands that neither the Series A Notes, the Purchased Shares, the Warrants nor the Warrant Shares have been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). The Purchaser has been advised and understands that the Company and Akumin Corp, in issuing the Series A Notes, the Purchased Shares and the Warrants, are relying upon, among other things, the representations and warranties of the Purchaser contained in this Article IV in concluding that each such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act and the prospectus requirements of applicable securities laws in Canada. The Purchaser is purchasing the Common Shares from, and receiving the Warrants, outside of Canada, and the Purchaser is acquiring all such Common Shares and Warrants with investment intent and not with a view to distribution.

(f) Rule 144. The Purchaser understands that there is no public trading market for the Warrants, that none is expected to develop and that the Warrants and the Warrant Shares must be held indefinitely unless and until the Warrants or the Warrant Shares, as applicable, are registered under the Securities Act or an exemption from registration is available. The Purchaser has been advised of and is aware of the provisions of Rule 144 promulgated under the Securities Act.

(g) Reliance by the Company. The Purchaser understands that the Series A Notes, the Purchased Shares and the Warrants are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities Laws in the United States and the prospectus requirements of securities laws in Canada, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Series A Notes, the Purchased Shares and the Warrants and the Warrant Shares issuable upon exercise thereof.

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Section 4.06 Sufficient Funds.

(a) The Purchaser will have available to it at each Closing sufficient funds to enable the Purchaser to pay in full at such Closing the entire amount of the Purchase Price payable at such Closing (minus, in the case of the Initial Closing, the Transaction Fee) in immediately available cash funds.

(b) The Purchaser has provided to the Company a true, correct and complete copy of the Commitment Letter which shall remain in full force and effect as of the date hereof and each Closing Date. There are no facts or circumstances that would reasonably be expected to cause the commitments contemplated by the Commitment Letter to be unavailable on any Closing Date. The Purchaser acknowledges that the Company is relying on the Commitment Letter as a third-party beneficiary thereunder.

ARTICLE V.

COVENANTS

Section 5.01 Conduct of Business. During the period commencing on the date of this Agreement and ending on the Initial Closing Date, each of the Company Entities will use commercially reasonable efforts to conduct its business in the ordinary course of business (other than as contemplated by the Acquisition Agreement), and preserve intact its existence and business organization, Permits, goodwill and present business relationships with all material customers, suppliers, licensors, distributors and others having significant business relationships with the Company Entities (or any of them), to the extent the Company believes in its reasonable discretion that such relationships are and continue to be beneficial to the Company Entities and their businesses and shall maintain and shall continue to operate in compliance with the Compliance Program; provided, however, that during such period, the Company shall provide reasonably prompt written notice to the Purchaser regarding any material adverse developments in respect of the foregoing. None of the Company Entities will (a) modify, amend or waive any provision of its Organizational Documents or the Acquisition Agreement (including those conditions set forth in Section 2.01 of the Acquisition Agreement) in a manner that is adverse to the Purchaser, in each case, without the prior written consent of the Purchaser, (b) following the Initial Closing Bringdown Date, take any action that would require Purchaser’s consent under a Series A Note other than as expressly contemplated by the Transaction Documents without the need for the consent of the Purchaser or (c) enter into any Contract with respect to any of the foregoing.

Section 5.02 Listing of Shares. Prior to each applicable Closing, the Company will use its reasonable best efforts to obtain approval for listing including, with respect to the Initial Closing, satisfaction of the conditions set forth in the TSX Conditional Approval (including delivery of the Written Consents in accordance therewith), of the Purchased Shares and the Warrant Shares on NASDAQ and the TSX. The Purchaser agrees to cause any necessary filings to be made to the TSX and/or NASDAQ, as applicable, in respect of itself and any director nominee to be appointed under the terms of the Board Director/Observer Rights Agreement to be submitted to the relevant exchange as promptly as practicable and in any event prior to the exercise of any Warrants issuable hereunder, and acknowledges that the clearance of any Personal Identification Forms or similar requirements by the relevant exchange is a condition to the exercise of such Warrants under the terms of the Warrant Certificates.

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Section 5.03 Cooperation; Further Assurances. Each of the Company and the Purchaser shall use its respective reasonable best efforts to obtain all approvals and consents required by or necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Each of the Company and the Purchaser agrees to execute and deliver all such documents or instruments, to take all commercially reasonable action and to do all other commercially reasonable things it determines to be necessary, proper or advisable under applicable Laws and regulations or as otherwise reasonably requested by the other to consummate the transactions contemplated by this Agreement.

Section 5.04 Use of Proceeds; Additional Senior Notes. The Company shall use the proceeds of the issuance of the Series A Note issued at the Initial Closing and the offering and sale of the Purchased Shares and Warrants consummated at the Initial Closing (which, for the avoidance of doubt, is subject to the applicable conditions set forth in Section 2.04, Section 2.05 and Section 2.06 and shall in no event be in an amount less than the Minimum Purchase Price or more than the Commitment Cap) solely to make the payments it is required to make pursuant to the Acquisition Agreement. The Company shall use the proceeds of the issuance of a Series A Note and the offering and sale of Warrants consummated at any Subsequent Closing to finance future organic growth of the Company consistent, in each case, with the details provided in one or multiple Growth Capital Notices. Between the date hereof and the Initial Closing Date, the Company shall use commercially reasonable efforts to market and pursue commitments from third parties for Additional Senior Notes and shall issue such Additional Senior Notes, if any, concurrently with the Initial Closing. If, after giving effect to the consummation of the Additional Senior Notes offering, the pro forma Consolidated First Lien Leverage Ratio at the Initial Closing (calculated in accordance with the 2025 Senior Secured Notes Indenture) meets or exceeds 5.0:1.0 or the pro forma Consolidated Fixed Charge Coverage Ratio at the Initial Closing (calculated in accordance with the 2025 Senior Secured Notes Indenture) is equal to or less than 2.0:1:0, the incurrence by the Company Entities of such Additional Senior Notes shall require the prior written consent of Purchaser. If the Company secures commitments for the purchase of Additional Senior Notes in an amount less than or equal to the Backstop Commitment, and closes on such commitments at the Initial Closing, then the Company shall use the proceeds thereof solely to make the payments it is required to make pursuant to the Acquisition Agreement. If the Company secures commitments for the purchase of Additional Senior Notes in excess of the Backstop Commitment, and closes on such commitments at the Initial Closing, then the Company shall use the proceeds thereof (a) first, to make the payments it is required to make pursuant to the Acquisition Agreement after application of the proceeds of the issuance of the Series A Note issued at the Initial Closing and the offering and sale of the Purchased Shares and Warrants consummated at the Initial Closing as set forth in the first sentence of this Section 5.04 and (b) second, for general corporate purposes. For the avoidance of doubt, nothing herein shall prohibit dividends or other distributions directly or indirectly to the Company for the purpose of, and will not otherwise affect the Company’s ability to make, principal or interest payments on the 2020 Revolving Credit Agreement, the indentures governing the Senior Secured Notes due 2025 and the indenture(s) governing any Additional Senior Notes or any other indebtedness.

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Section 5.05 Meeting of Shareholders. As promptly as practicable following the Initial Closing Date, the Company shall take such actions as are required (including by seeking specific performance of the Voting Support Agreement) to (a) duly notice and call a special meeting of the shareholders of the Company as promptly as practicable following the Initial Closing Date (but in any event no later than 90 days following the Initial Closing) (the “Special Meeting”), (b) submit to the shareholders for approval at such meeting the appointment of a designee of the Purchaser to the Company’s board of directors, in each case, subject to the occurrence of the Initial Closing (the “Shareholder Approval Matters”) and (c) secure votes (including by proxy) from shareholders necessary in order to approve the Shareholder Approval Matters. Notwithstanding the foregoing, if the Company (A) reasonably determines that there are insufficient votes present and voting in favor of the Shareholder Approval Matters to approve the Shareholder Approval Matters, the Company shall adjourn or postpone the Special Meeting to a later date and time and use commercially reasonable efforts to solicit the necessary votes in advance of such adjourned or postponed Special Meeting, and (B) has previously obtained the approval of any such Shareholder Approval Matters by written consent of the majority of the Company’s disinterested shareholders (provided that such approval by written consent has been approved by the TSX), then no such approval shall be sought at the Special Meeting. The Company shall use its reasonable best efforts to obtain (and deliver to Purchaser) Voting Support Agreements, executed by shareholders representing a majority of the Common Shares, as promptly as practicable after the date hereof and, in any event, prior to the date of any Special Meeting.

ARTICLE VI.

INDEMNIFICATION, COSTS AND EXPENSES

Section 6.01 Indemnification by the Company. The Company and Akumin Corp jointly and severally agree to indemnify the Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the Company and Akumin Corp contained herein to be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.12(a), Section 3.13, Section 3.14, Section 3.17, Section 3.36, Section 3.37 or Section 3.39 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Initial Closing Bringdown Date or any Subsequent Closing Date (except for any representations and warranties made as of a specific date, which shall be required to be true and correct as of such date only) or (b) the breach of any covenants of the Company or Akumin Corp contained herein; provided that, in the case of the immediately preceding clause (a), such claim for indemnification is made prior to the expiration of the survival period of such representation or warranty; provided, further, that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party shall have given notice (stating in

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reasonable detail the basis of the claim for indemnification) to the Company shall constitute the date upon which such claim has been made. No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent that such damages are in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims.

Section 6.02 Indemnification by the Purchaser. The Purchaser agrees to indemnify the Company and its Representatives (collectively, “Company Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made (except to the extent any representation or warranty includes the word “material,” Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct) or (b) the breach of any of the covenants of the Purchaser contained herein; provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; and provided, further, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of the Purchaser shall not be greater in amount than the sum of the aggregate Purchase Price (minus the Transaction Fee) actually paid or, assuming the satisfaction or waiver of all applicable conditions set forth in Section 2.04 and Section 2.05, obligated to be paid at all Closings. No Company Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Company Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages are in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims.

Section 6.03 Indemnification Procedure.

(a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying party shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article VI, except to the extent that the Indemnifying Party is materially prejudiced by such failure.

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(b) Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such Third-Party Claim, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such Third-Party Claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than 10 days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within 10 Business Days of when the Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or

(B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party.

Section 6.04 Tax Matters. All indemnification payments under this Article VI shall be adjustments to the aggregate Purchase Price paid at all Closings except as otherwise required by applicable Law.

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ARTICLE VII.

TERMINATION

Section 7.01 Termination. This Agreement may be terminated at any time prior to the Closing at which the aggregate amount drawn by the Company Entities hereunder at such Closing and all prior Closings equals the Commitment Cap or, if no such Closing occurs, the expiration of the Growth Capital Commitment Period:

(a) by mutual written consent of the Company and the Purchaser;

(b) by written notice from either the Company or the Purchaser, if any Governmental Authority with lawful jurisdiction shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated by the Transaction Documents that have not yet been consummated as of such date and such order, decree, ruling or other action is or shall have become final and nonappealable; or

(c) by written notice from the Purchaser, if the Initial Closing does not occur by 11:59 p.m. on the Drop-Dead Date.

In addition, this Agreement shall terminate automatically and without further action by or on behalf of any Person immediately upon the termination, if any, of the Acquisition Agreement.

Section 7.02 Certain Effects of Termination. In the event that this Agreement is terminated pursuant to Section 7.01:

(a) except as set forth in Section 7.02(b), this Agreement shall become null and void and have no further force or effect, but the parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination;

(b) regardless of any purported termination of this Agreement, the provisions of Section 5.04 (if any one or multiple Closings have occurred as of the date of such termination), Section 5.05 (if the Initial Closing has occurred as of the date of such termination), Article VI and all indemnification rights and obligations of the Company, Akumin Corp and the Purchaser thereunder, this Section 7.02 and the provisions of Article VIII shall remain operative and in full force and effect as among the Company, Akumin Corp and the Purchaser, unless the Company and the Purchaser execute a writing that expressly (with specific references to the applicable Articles, Sections or subsections of this Agreement) terminates such rights and obligations as among the Company, Akumin Corp and the Purchaser; and

(c) the Confidentiality Agreement shall remain in effect in accordance with Section 8.06(a).

ARTICLE VIII.

MISCELLANEOUS

Section 8.01 Expenses. Except as otherwise set forth herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Transaction Documents and the transactions contemplated thereby shall be paid by the party incurring such costs and expenses.

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.

Section 8.02 Interpretation. Article, Section, Schedule and Exhibit references in this Agreement are references to the corresponding Article, Section, Schedule or Exhibit to this Agreement, unless otherwise specified. All Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents, Contracts and agreements are references to such instruments, documents, Contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. All references to statutes are references to such statutes as the same may be amended, supplemented and otherwise modified from time to time, any successor statutes thereto, and any implementing rules or regulations promulgated thereunder or in connection therewith. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Whenever the Company has an obligation under the Transaction Documents, the expense of complying with that obligation shall be an expense of the Company unless otherwise specified. Any reference in this Agreement to “$” shall mean U.S. dollars. Whenever any determination, consent or approval is to be made or given by the Purchaser, such action shall be in the Purchaser’s sole discretion, unless otherwise specified in this Agreement. If any provision in the Transaction Documents is held to be illegal, invalid, not binding or unenforceable, (a) such provision shall be fully severable and the Transaction Documents shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of the Transaction Documents, and the remaining provisions shall remain in full force and effect, and (b) the parties hereto shall negotiate in good faith to modify the Transaction Documents so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to the Transaction Documents, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. The word “or” shall be disjunctive but not exclusive.

Section 8.03 Survival of Provisions. The representations and warranties set forth in Section 3.01, Section 3.02, Section 3.03, Section 3.12(a), Section 3.13, Section 3.17, Section 4.01, Section 4.02, Section 4.04, Section 4.05(a), Section 4.05(b) and Section 4.05(e) hereunder shall survive the execution and delivery of this Agreement indefinitely, the representations and warranties set forth in Section 3.26 shall survive until 60 days after the applicable statute of limitations (taking into account any extensions thereof) and the other representations and warranties set forth herein shall survive for a period of 12 months following any Closing Date, regardless of any investigation made by or on behalf of the Company or the Purchaser. The covenants made in this Agreement or any other Transaction Document shall survive each Closing

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and remain operative and in full force and effect regardless of acceptance of any of the Purchased Shares and Warrants and payment therefor and repayment or repurchase thereof. Regardless of any purported general termination of this Agreement, the provisions of Section 5.04 (if any one or multiple Closings have occurred as of the date of such termination), Section 5.05 (if the Initial Closing has occurred as of the date of such termination), Article VI and all indemnification rights and obligations of the Company, Akumin Corp and the Purchaser thereunder, and this Article VIII shall remain operative and in full force and effect as among the Company, Akumin Corp and the Purchaser, unless the Company and the Purchaser execute a writing that expressly (with specific references to the applicable Section or subsection of this Agreement) terminates such rights and obligations as among the Company, Akumin Corp and the Purchaser.

Section 8.04 No Waiver: Modifications in Writing.

(a) Delay. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

(b) Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of any Transaction Document shall be effective unless signed by each of the parties thereto affected by such amendment, waiver, consent, modification or termination. Any amendment, supplement or modification of or to any provision of any Transaction Document, any waiver of any provision of any Transaction Document and any consent to any departure by the Company from the terms of any provision of any Transaction Document shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances. Any investigation by or on behalf of any party shall not be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein.

Section 8.05 Binding Effect. This Agreement shall be binding upon the Company, Akumin Corp, the Purchaser and their respective successors and permitted assigns. Except as expressly provided in Section 8.14, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

Section 8.06 Non-Disclosure.

(a) This Agreement shall not impact the terms and provisions of the Confidentiality Agreement. The Confidentiality Agreement shall continue to be in full force and effect, pursuant to the terms and conditions thereof, but for the avoidance of doubt, Confidential Information (as defined in the Confidentiality Agreement) only refers to information furnished by or on behalf of the Company prior to the date hereof.

39

(b) From and after the date hereof, the Company and any of its Representatives may disclose the identity of, or any other information concerning, the Purchaser or any of its Affiliates in filings made by the Company with the Commission or the Canadian Securities Commissions only after providing the Purchaser a reasonable opportunity to review and comment on such disclosure (with such comments being incorporated or reflected, to the extent reasonable, in any such disclosure). The Company shall provide the Purchaser a reasonable advance opportunity to review any version of the Transaction Documents the Company proposes to file publicly and any filings made with the Commission or the Canadian Securities Commissions and to suggest redactions thereto (with such redactions being incorporated or reflected, to the extent reasonable, in any such disclosure). Notwithstanding the foregoing, nothing in this Section 8.06 shall delay any required filing or other disclosure with NASDAQ, TSX or any Governmental Authority or otherwise hinder the Company Entities’ or their Representatives’ ability to timely comply with all Laws or rules and regulations of NASDAQ, TSX or any other Governmental Authority.

(c) Notwithstanding anything to the contrary in this Section 8.06, the Company and Akumin Corp agree that the Purchaser may (i) publicize its ownership in the Company, as well as the identity of the Company, the size of the investment and its pricing terms with respect to the Series A Notes, Common Shares and Warrants on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (ii) display the Company’s corporate logo in conjunction with any such reference.

Section 8.07 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, electronic mail, air courier guaranteeing overnight delivery or personal delivery to the following addresses

Stonepeak Magnet Holdings LP

55 Hudson Yards

550 W. 34th Street – 48th Floor

New York, NY 10001

Attention: James Wyper and Adrienne Saunders

Email: [Redacted—personal information]

and

Sidley Austin LLP (counsel to the Purchaser)

1000 Louisiana Street

Suite 5900

Houston, TX 77002

Attention: Tim Chandler and Ryan Scofield

Email: tim.chandler@sidley.com; rscofield@sidley.com

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Akumin Inc.

8300 W Sunrise Blvd.

Plantation, FL 33322

Attention: Riadh Zine and Matthew Cameron

Email: [Redacted—personal information]

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

5300 Commerce Court West 199 Bay Street

Toronto Ontario M5L 1B9 Canada

Attention: Dee Rajpal

Email: drajpal@strikeman.com

or to such other address as the Company or the Purchaser may designate by a notice delivered in accordance with this Section 8.07. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the facsimile, if sent via facsimile; when sent, if sent by electronic mail prior to 5:00 pm Eastern time on a Business Day, or on the next succeeding Business Day, if not; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 8.08 Removal of Legend. In connection with a sale of Purchased Shares or Warrant Shares by the Purchaser in reliance on Rule 144 promulgated under the Securities Act, the Purchaser or its broker shall deliver to the Company a broker representation letter providing to the Company any information the Company deems necessary to determine that the sale of such Purchased Shares or Warrant Shares is made in compliance with Rule 144 promulgated under the Securities Act, including, as may be appropriate, a certification that the Purchaser is not an Affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act) and a certification as to the length of time the such shares have been held. Upon receipt of such representation letter, the Company shall promptly remove the notation of any restrictive legend in the Purchaser’s book- entry account maintained by the Company, including the legend referred to in Section 4.05, and the Company shall bear all costs associated with the removal of such legend in the Company’s books. At such time as the Purchased Shares or Warrant Shares have been sold pursuant to an effective registration statement under the Securities Act or have been held by the Purchaser for more than one year where the Purchaser is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), if the book-entry account of the Purchaser still bears the notation of the restrictive legend referred to in Section 4.05, the Company agrees, upon request of the Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 4.05, and the Company shall bear all costs associated with the removal of such legend in the Company’s books, regardless of whether the request is made in connection with a sale or otherwise, so long as the Purchaser or its permitted assignee provides to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state Laws, including (if there is no such registration statement) a certification that

41

the holder is not an Affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), a covenant to inform the Company if it should thereafter become an affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the notation of an appropriate restriction, and a certification as to the length of time such shares have been held. The Company shall cooperate with the Purchaser to effect the removal of the legend referred to in Section 4.05 at any time such legend is no longer appropriate.

Section 8.09 Assignment. The Purchaser may assign its rights to fund any Series A Note or to purchase the Purchased Shares or the Warrants under this Agreement, in whole or in part; provided that (i) any assignee must agree in writing to assume all of the rights and obligations of the Purchaser in respect of the assigned rights under this Agreement, including for greater certainty the restrictions on assignment set out in this Section 8.09, (ii) any assignee must provide an equity commitment letter or similar credit assurances on terms substantially similar to the Commitment Letter and (iii) such assignments shall not be made to any non-U.S. resident individual, non-U.S. corporation or partnership, or any other non-U.S. entity, including any foreign governmental entity, including by means of any swap or other transaction or arrangement that transfers or that is designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, of any of the economic consequences of ownership of any Series A Note, Purchased Shares or Warrants; provided, further, that no such assignment shall be made to an Industry Competitor. If such assignee consummates the purchase of any applicable Series A Notes, Purchased Shares and Warrants at any applicable Closing, then, at such Closing, the Purchaser shall be released in full from its obligations under this Agreement with respect to the assigned portion of the amount funded under such Series A Notes, Purchased Shares and Warrants.

Section 8.10 Entire Agreement. This Agreement, the other Transaction Documents, the Confidentiality Agreement and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to in this Agreement, the other Transaction Documents or the Confidentiality Agreement with respect to the rights granted by the Company or any of its Affiliates or the Purchaser or any of its Affiliates. This Agreement, the other Transaction Documents, the Confidentiality Agreement and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings among the parties with respect to such subject matter.

Section 8.11 Governing Law: Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the Laws of the State of New York without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of

42

venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Notwithstanding the foregoing, for the purpose of determining whether any actions taken have been performed in accordance with the terms of the Acquisition Agreement, such determination will be construed in accordance with and governed by the Laws of the State of Delaware without regard to principles of conflicts of laws.

Section 8.12 Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 8.13 Exclusive Remedy.

(a) Each party hereto hereby acknowledges and agrees that the rights of each party to consummate the transactions contemplated hereby are special, unique and of extraordinary character and that, if any party violates or fails or refuses to perform any covenant or agreement made by it herein, the non-breaching party may be without an adequate remedy at law. If any party violates or fails or refuses to perform any covenant or agreement made by such party herein, the non-breaching party subject to the terms hereof and in addition to any remedy at law for damages or other relief, may (at any time prior to the valid termination of this Agreement pursuant to Article VII) institute and prosecute an action in any court of competent jurisdiction to enforce specific performance of such covenant or agreement or seek any other equitable relief.

(b) The sole and exclusive remedy for any and all claims arising under, out of, or related to this Agreement or the transactions contemplated hereby, shall be the rights of indemnification set forth in Article VI only, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the parties hereto to the fullest extent permitted by Law. Notwithstanding anything in the foregoing to the contrary, nothing in this Agreement shall limit or otherwise restrict a fraud claim brought by any party hereto or the right to seek specific performance pursuant to Section 8.13(a).

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Section 8.14 No Recourse Against Others.

(a) All claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and are expressly limited to) the Company, Akumin Corp and the Purchaser, provided that the Company and Akumin Corp. shall also be entitled to recourse against the Commitment Provider to the extent provided in the Commitment Letter as third party beneficiaries thereunder (the “Company Third Party Rights”). Other than in connection with the Company Third Party Rights, no Person other than the Company, Akumin Corp or the Purchaser, including no member, partner, shareholder, Affiliate or Representative thereof, nor any member, partner, shareholder, Affiliate or Representative of any of the foregoing (each of the foregoing, the “Non-Recourse Parties”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach; and, to the maximum extent permitted by Law, other than in connection with the Company Third Party Rights, each of the Company, Akumin Corp and the Purchaser hereby waives and releases all such liabilities, claims, causes of action and obligations against any such third Person.

(b) Without limiting the foregoing, other than in respect of the Company Third Party Rights, to the maximum extent permitted by Law, (i) each of the Company, Akumin Corp and the Purchaser hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of the other or otherwise impose liability of the other on any third Person in respect of the transactions contemplated hereby, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise; and (ii) each of the Company, Akumin Corp and the Purchaser disclaims any reliance upon any third Person with respect to the performance of this Agreement or any representation or warranty made in, in connection with or as an inducement to this Agreement.

Section 8.15 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the Company, Akumin Corp, the Purchaser and, for purposes of Section 8.14 only, the Non-Recourse Parties, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.16 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

44

Section 8.17 Series A Notes. Notwithstanding that the Company is not a party to the Series A Note, the Company hereby acknowledges and agrees that (A) if Akumin Corp elects to make a Cash Interest (as defined in the Series A Note) payment, the Purchaser may request the Company’s assistance to identify any shareholder(s) of the Company who may be seeking to sell their shares of the Company and the Company agrees to use commercially reasonable efforts to provide such requested assistance), (B) in connection with any exercise of the rights of Holder (as defined in the Series A Note) under Section 8(b) of the Series A Note, the Company hereby acknowledges and agrees that the rights of Holder in (i) the second and third sentence of Section 8(a) of the Series A Note and (ii) section 8(b)(B) of the Series A Note, in each case of the foregoing clauses (i) and (ii), shall apply to the Company as if it were the issuer under the Series A Note and Holder shall have the right to enforce such clauses (i) and (ii) against the Company, and (C) the obligations of the Company as referenced in Section 7(c)(ii) through (vi), Section 9(a) of the Series A Note shall apply to the Company as if it were the issuer under the Series A Note and Holder shall have the right to enforce such clauses against the Company.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

[Signature Page to Series A Notes and Common Share Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

[Signature Page to Series A Notes and Common Share Purchase Agreement]

EXHIBIT A-1

CANADIAN LEGAL OPINION MATTERS

Exhibit A-1

CANADIAN LEGAL OPINION MATTERS

-2-

EXHIBIT A-2

UNITED STATES LEGAL OPINION MATTERS

Exhibit A-1

UNITED STATES LEGAL OPINION MATTERS

- 2 -

Exhibit B

FORM OF SERIES A NOTE

Exhibit B-1

EXHIBIT B

FORM OF NOTE

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO TREAS. REG. SECTION 1.1275-3: THIS DEBT INSTRUMENT IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. THE TREASURER OF THE ISSUER, AS A REPRESENTATIVE OF THE ISSUER, WILL MAKE AVAILABLE ON REQUEST TO THE HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, AND YIELD. THE ADDRESS OF THE ISSUER IS AKUMIN CORP., 8300 W SUNRISE BLVD. PLANTATION FL 33322, ATTENTION: RIADH ZINE / MATT CAMERON.

11.00% UNSECURED PIK TOGGLE SERIES A NOTE

FOR VALUE RECEIVED. Akumin Corp., a Delaware corporation (the “Issuer”),

hereby promises to pay [    ] or its permitted registered assigns in accordance with the terms hereof (the “Holder”) the amount set out above as the Original Principal Amount, as such amount may be (i) increased pursuant to the payment of any PIK Interest (as defined below) as provided in Section 3 or (ii) reduced pursuant to any redemption or repayment effected in accordance with the terms hereof (the balance of such amount, as adjusted from time to time pursuant to the terms hereof, being the “Outstanding Principal Balance”), when due, whether upon the Maturity Date (including any premium payable with respect thereto on the Maturity Date pursuant to Section 2), acceleration, or otherwise (in each case in accordance with the terms hereof). This 11.00% Unsecured PIK Toggle Series A Note (this “Note”) is issued pursuant to the Purchase Agreement (as defined below).

SECTION 1. DEFINITIONS. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement. In addition, except as otherwise specified herein or as the context may otherwise require, for purposes of this Note, the following terms will have the respective meanings set forth below:

“Asset Sale” shall have the meaning given thereto in, and shall be determined in accordance with the terms and provisions of, the Senior Secured Note Indenture (as in effect as of the Signing Date).

“Bankruptcy Law” means Title 11, United States Code, or any similar U.S. Federal or state Law or Law of any other jurisdiction relating to bankruptcy, insolvency, winding-up, liquidation, reorganization or relief of debtors.

Exhibit B-1

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or in the place of payment are authorized or required by law to close.

“Cash Interest” has the meaning specified in Section 3(c)(i).

“Cash Interest Payment Date” has the meaning specified in Section 3(c)(i). “Change of Control” shall mean:

(1) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date) that is or becomes directly or indirectly the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the Issue Date) of more than 50% of the total voting power of all classes of Capital Stock of the Corporation then outstanding and entitled to vote in the election of the board of directors (“Voting Stock”) of the Corporation; provided, that any transaction in which the Issuer becomes a subsidiary of another person will not constitute a Change of Control unless more than 50% of the total voting power of the Voting Stock of such person is beneficially owned, directly or indirectly, by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date);

(2) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Corporation and its Restricted Subsidiaries, taken as a whole, to a person (as defined in clause (1) above) other than the Corporation or any of its Restricted Subsidiaries; or

(3) any event which constitutes a “Change of Control” under any indenture or other senior indebtedness governing the outstanding (as of the Issue Date) or future senior notes or loans of the Corporation and such “Change of Control” is not waived by the holders of such notes or loans pursuant to the applicable indenture or other definitive document.

Notwithstanding the preceding or any provision of Section 13d-3 of the Exchange Act, (i) a person or group (as defined in clause (1) above) shall not be deemed to beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement and (ii) a person or group will not be deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s parent entity (or elated contractual rights) unless it owns 50% or more of the total voting power of the Voting Stock entitled to vote for the election of the board of directors of such parent entity having a majority of the aggregate votes on the board of directors (or similar body) of such parent entity.

“Change of Control Redemption Election” shall have the meaning specified in Section 5(b).

Exhibit B-2

“Change of Control Redemption Election Notice” shall have the meaning specified in Section 5(b)(i).

“Change of Control Redemption Premium” shall mean (a) on or prior to the first anniversary of the Issue Date, 25%, (b) after the first anniversary of the Issue Date but on or prior to the second anniversary of the Issue Date, 20%, (c) after the second anniversary of the Issue Date but on or prior to the third anniversary of the Issue Date, 15%, (d) after the third anniversary of the Issue Date but on or prior to the sixth anniversary of the Issue Date, 10% (e) after the sixth anniversary of the Issue Date but prior to the seventh anniversary of the Issue Date, 5%.

“Change of Control Repayment Amount” shall have the meaning specified in Section 5(b)(i).

“Code” means the U.S. Internal Revenue Code of 1986, as amended. “Consolidated Leverage Ratio” shall have the meaning given thereto in, and shall

be determined in accordance with the terms and provisions of, the Senior Secured Note Indenture (as in effect as of the Signing Date); provided that the Outstanding Principal Balance of this Note and the outstanding principal balance of any other promissory note issued in connection with the Purchase Agreement, in each case, shall be excluded from the calculation of Consolidated Leverage Ratio.

“Corporation” shall mean Akumin Inc., a corporation governed by laws of the Province of Ontario.

“Default” shall mean any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Dollars” and the sign “$” mean the lawful money of the United States of America. “Event of Default” shall have the meaning specified in Section 9.

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

“Guarantee” of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take or pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness, (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part) or (v) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business.

Exhibit B-3

“Holder” shall have the meaning specified in the introductory paragraph.

“Holder Change of Control Redemption Election Notice” shall have the meaning specified in Section 5(b)(ii).

“Holder Change of Control Repayment Amount” shall have the meaning specified in Section 5(b)(ii).

“Indebtedness” shall have the meaning given thereto in, and shall be determined in accordance with the terms and provisions of, the Senior Secured Note Indenture (as in effect as of the Signing Date).

“Interest Payment Date” means the last Business Day of each March, June, September and December of each year, commencing on the last Business Day of the first full fiscal quarter following the Issue Date.

“Interest Period” means each period from, and including, one Interest Payment Date to, but excluding, the immediately succeeding Interest Payment Date. The first Interest Period shall commence on, and include, the Issue Date, and the final Interest Period shall end on, but exclude, the Maturity Date.

“Investment” shall have the meaning given thereto in, and shall be determined in accordance with the terms and provisions of, the Senior Secured Note Indenture (as in effect as of the Signing Date).

“Issue Date” means [            ].

“Issuer” shall have the meaning specified in the introductory paragraph.

“Lien” means with respect to any asset, any mortgage, lien, hypothecation, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded, registered, published or otherwise perfected under applicable law (including any conditional sale or other title retention agreement and any lease in the nature thereof).

“Maturity Date” means [         ], [20[     ]].¹

“New Note” shall have the meaning specified in Section 13(a).

Exhibit B-4

“Note” shall have the meaning specified in the introductory paragraph. “OID” shall have the meaning specified in Section 3(f).

“Optional Redemption Repayment Amount” shall have the meaning specified in Section 5(a)(i).

“Optional Redemption Election” shall have the meaning specified in Section 4(b).

“Optional Redemption Election Notice” shall have the meaning specified in Section 5(a)(i).

“Original Principal Amount” means the amount set forth on the face of this Note as the “Original Principal Amount.”

“Outstanding Principal Balance” shall have the meaning specified in the introductory paragraph.

“Person” shall mean any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, unlimited liability company, joint venture, association, joint stock company, trust, bank trust company, land trust, business trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity whether legal or not.

“PIK Interest” shall have the meaning specified in Section 3(c)(ii).

“PIK Interest Payment Date” shall have the meaning specified in Section 3(c)(ii). “Prepayment Premium” means an amount equal to (A)(x) at all times other than in connection with a Change of Control prior to the seventh (7th) anniversary of the Issue Date, 5% or (y) solely with respect to any redemption of this Note pursuant to Section 4(c) and 5(b) in connection with a Change of Control prior to the seventh (7th) anniversary of the Issue Date, the Change of Control Redemption Premium, in each case, times (B) the amount of this Note being redeemed on such date.

“Purchase Agreement” means that certain Series A Notes and Common Share Purchase Agreement, dated as of the Signing Date, by and among the Corporation, the Issuer and the purchaser set forth therein, pursuant to which this Note was issued, as it may be amended, restated or otherwise modified from time to time.

“Redemption Date” means (i) in the case of an Optional Redemption Election pursuant to Section 4(b), the date specified in the relevant Optional Redemption Election Notice and (ii) in the case of a Change of Control Redemption Election pursuant to Section 4(c), the closing date of such Change of Control unless otherwise specified in the relevant Change of Control Redemption Election Notice.

“Register” shall have the meaning specified in Section 12(b).

Exhibit B-5

“Registered Notes” shall have the meaning specified in Section 12(b).

“Restricted Payment” means (i) any dividend or other distribution (whether in cash, securities or other property) with respect to any equity interests of the Corporation, and (ii) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such equity interests or of any option, warrant or other right to acquire any such equity interests of the Corporation.

“Required Repayment Amount” means, an amount equal to the sum of (A) the Outstanding Principal Balance as of such Redemption Date, multiplied by (B) 105%. For the avoidance of doubt, (i) the difference between the Required Repayment Amount and the Outstanding Principal Balance shall be deemed to be a prepayment premium and (ii) the Required Repayment Amount shall not include any Prepayment Premium.

“Restricted Subsidiary” shall have the meaning given thereto in, and shall be determined in accordance with the terms and provisions of, the Senior Secured Note Indenture (as in effect as of the Signing Date).

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Senior Secured Note Indenture” means that certain Indenture governing the Senior Secured Notes due 2025, dated as of November 2, 2020 and that certain First Supplemental Indenture, dated as of February 11, 2021 (the “2025 Senior Secured Note Indenture”), as may be amended, restated, amended and restated, supplemented, refinanced, replaced, extended or renewed or otherwise modified from time to time in accordance with the terms hereof.

“Senior Secured Notes” means those certain 7.000% Senior Secured Notes due 2025 issued by the Corporation in accordance with the 2025 Senior Secured Note Indenture, as may be amended, restated, amended and restated, supplemented, refinanced, replaced, extended or renewed or otherwise modified from time to time in accordance with the terms hereof.

“Significant Subsidiary” shall have the meaning given thereto in, and shall be determined in accordance with the terms and provisions of, the Senior Secured Note Indenture (as in effect as of the Signing Date).

“Signing Date” shall mean June 25, 2021.

“Transferee” means, with respect to a transfer of this Note, the transferee designated by the Holder; provided, however, that notwithstanding anything to the contrary, no Industry Competitor shall be a Transferee and any purported transfer to an Industry Competitor shall be null and void ab initio.

Exhibit B-6

SECTION 2. PAYMENT OF PRINCIPAL. If this Note has not yet been redeemed or otherwise repaid in accordance with the terms hereof by (x) the eleventh anniversary of the Issue Date, 50% of the Required Repayment Amount as of such date shall be due and payable on the eleventh anniversary of the Issue Date (which for the avoidance of doubt shall be applied to the Outstanding Principal Balance on the date of such payment and the applicable prepayment premium specified in the definition of “Required Repayment Amount”) and (y) the Maturity Date, the Required Repayment Amount as of the Maturity Date shall be due and payable on the Maturity Date.

SECTION 3. PAYMENT OF INTEREST.

(a) Interest shall accrue daily on the Outstanding Principal Balance at a rate of 11.00% per annum (which rate shall automatically be increased to 13.00% per annum after the occurrence and during the continuance of an Event of Default) from, and including, the Issue Date to, but excluding, the Maturity Date; provided that (i) if the Issuer elects to pay PIK Interest pursuant to Section 3(c) with respect to any Interest Period commencing on or after the Issue Date and prior to the date that is two (2) years after the Issue Date, such PIK Interest shall accrue for any such Interest Period on the Outstanding Principal Balance at a rate of 13.00% per annum.

(b) Interest shall be payable in arrears on each Interest Payment Date in accordance with Section 3(c). Interest will be computed on the basis of a 360-day year composed of twelve 30-day months.

(c) For any Interest Period ending prior to the second anniversary of the Issue Date, the Issuer may, at its option, elect to pay interest on the Notes:

(i) entirely or in part in cash (“Cash Interest”) on the applicable Interest Payment Date (any Interest Payment Date on which Cash Interest is paid, a “Cash Interest Payment Date”) (it being understood and agreed that if the Issuer elects to make a Cash Interest payment, the Holder may request the Issuer’s assistance to identify any shareholder(s) of the Corporation who may be seeking to sell their shares of the Corporation and the Issuer agrees to use commercially reasonable efforts to provide such requested assistance); or

(ii) entirely or in part by adding the aggregate amount of interest for such Interest Period (less the amount paid as Cash Interest, if applicable) to the Outstanding Principal Balance of this Note (“PIK Interest”) with effect from the applicable Interest Payment Date (such Interest Payment Date, a “PIK Interest Payment Date”), in each case, in accordance with, and not in duplication of, Section 3(e) below.

From and after the second anniversary of the Issue Date, interest on the Notes shall be paid in full as Cash Interest. For any Interest Period ending prior to the second anniversary of the Issue Date, the Issuer must elect the form(s) of interest payment with respect to each Interest Period by delivering a notice to the Holder at least five Business Days prior to the last day of each Interest Period. In the absence of such an election for any Interest Period, interest on this Note shall be payable according to the election for the immediately preceding Interest Period or, in the case of the first Interest Period, as PIK Interest.

Exhibit B-7

(d) On each Cash Interest Payment Date, the Issuer shall pay the accrued interest by wire transfer of immediately available funds to the account specified by the Holder thereof or, if no such account is specified, by wire transfer of immediately available funds to the account specified on Schedule I hereto. Prior to the second anniversary of the Issue Date, if such payment is not made within five Business Days of the applicable Cash Interest Payment Date, the Issuer shall be deemed to have instead made a PIK Interest election with respect to such Interest Period only (but not for purposes of a deemed election under the final paragraph of Section 3(c)), and the PIK Interest with respect to such deemed PIK Interest election shall automatically be deemed paid on the applicable PIK Interest Payment Date in accordance with Section 3(e).

(e) On each PIK Interest Payment Date, and without duplication of Section 3(c)(ii) above, (i) the Outstanding Principal Balance of this Note shall be increased by the PIK Interest for such PIK Interest Payment Date and this Note shall represent such increased Outstanding Principal Balance, (ii) the Issuer shall make a record in the Note Register of such increase in the Outstanding Principal Balance of this Note (provided that the failure by the Issuer to make such record shall have no effect on the validity of such increase), and (iii) no separate Note will be issued with respect to such PIK Interest.

(f) Notwithstanding anything in this Note to the contrary, if at the end of any accrual period (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the issuance of this Note (as determined for U.S. federal income tax purposes), the aggregate amount of accrued and unpaid interest (specifically including any amounts treated as interest for federal income tax purposes, including original issue discount (“OID”)) on this Note would, but for this Section 3(f), exceed an amount equal to the product of the issue price of this Note (as defined in Sections 1273(b) and 1274(a) of the Code) multiplied by the yield to maturity (as defined in Section 1.1272-1(b)(1)(i) of the Treasury Regulations) of this Note (the product being referred to as the “Maximum Accrual”) so that, but for the operation of this Section 3(f), this Note would constitute an applicable high yield discount obligation under Section 163(i) of the Code and would be subject to the application of Section 163(e)(5) of the Code, the Issuer shall prepay in cash (no later than the end of any applicable accrual period under this Section 3(f)), without premium or penalty, all accrued and unpaid interest, including PIK Interest, and OID on this Note as of the end of such accrual period in excess of an amount equal to the Maximum Accrual, which shall be paid by the Issuer to the “holder” of this Note (each, an “AHYDO Catch-Up Payment”). For the avoidance of doubt, and notwithstanding anything contained herein to the contrary, Holder may not reject any AHYDO Catch-Up Payment contemplated pursuant to this Section 3(f).

Exhibit B-8

SECTION 4. REDEMPTION.

(a) Redemption Rights. Except as set forth in this Section 4, this Note may not be redeemed. For the avoidance of doubt, nothing herein will prohibit the Issuer from offering to redeem or otherwise repay, and otherwise redeeming or otherwise repaying, this Note from the Holder at the option of Holder prior to the Maturity Date.

(b) Optional Redemption Election. At any time on or after the seventh (7th) anniversary of the Issue Date, the Issuer may elect to redeem this Note in part or in whole on the applicable Redemption Date pursuant to Section 5(a) and pay to the Holder the applicable Optional Redemption Repayment Amount in cash on the applicable Redemption Date (the “Optional Redemption Election”); provided that any redemption of this Note in connection with an Optional Redemption Election shall be accompanied with a Prepayment Premium on the redeemed principal amount. For the avoidance of doubt, any Optional Redemption Repayment Amount shall be applied to the Prepayment Premium due in connection with such Optional Redemption Election and the Outstanding Principal Balance on the date of such redemption.

(c) Change of Control Redemption Election. In the event of a Change of Control before the seventh (7th) anniversary of the Issue Date, the Issuer or Holder may elect to redeem this Note in part or in whole on the applicable Redemption Date pursuant to Section 5(b) and Issuer shall pay to the Holder the applicable Change of Control Repayment Amount (or if Holder elects, cause the Issuer to pay to the Holder the applicable Holder Change of Control Repayment Amount) in cash on the applicable Redemption Date (the “Change of Control Redemption Election”); provided that any redemption of this Note in connection with a Change of Control Redemption Election shall be accompanied with a Prepayment Premium on the redeemed principal amount.

(d) Notice of Change of Control. The Issuer shall, no later than ten Business Days prior to the Redemption Date with respect to a Change of Control, deliver to the Holder a written notice stating (i) a Change of Control is anticipated to occur, the nature of such event and the Redemption Date, and (ii) the procedures (which shall only be such procedures as are reasonably necessary) that a Holder of Notes must follow to receive cash due upon redemption of this Note.

SECTION 5. REDEMPTION AND REPAYMENT PROCEDURES.

(a) Optional Redemption Procedures.

(i) In order to exercise the Optional Redemption Election under Section 4(b), the Issuer shall deliver to the Holder a written redemption election, substantially in the form attached hereto as Attachment 1 and duly executed by the Issuer at least five Business Days before the applicable Redemption Date (the “Optional Redemption Election Notice”) stating that the Issuer irrevocably elects (subject to the last sentence of this Section 5(a)(i)) to redeem all or any portion of this Note on the applicable Redemption Date. Such Optional Redemption Election Notice shall specify the principal amount to be redeemed and the applicable Prepayment Premium due with respect to such principal amount (such amounts together collectively, the “Optional Redemption Repayment Amount”). In the case of the Optional Redemption Election under Section 4(b), the Optional Redemption Election Notice shall also state the applicable Redemption Date. Any such notice may, at the Issuer’s discretion, state that the redemption is subject to the satisfaction of one or more conditions precedent.

Exhibit B-9

(ii) On the applicable Redemption Date, subject to satisfaction of any conditions to redemption set forth in the applicable Optional Redemption Election Notice in accordance with Section 5(a)(i), the Issuer shall pay the applicable Optional Redemption Repayment Amount by wire transfer of immediately available funds to the Holder’s account specified by the Holder at least one Business Day immediately prior to the applicable Redemption Date, or, if no such account is specified, by wire transfer of immediately available funds to the account specified on Schedule I hereto.

(b) Change of Control Redemption Procedures.

(i) If the Issuer makes a Change of Control Redemption Election: In order to exercise the Change of Control Redemption Election under Section 4(c), the Issuer shall deliver to the Holder a written redemption election, substantially in the form attached hereto as Attachment 2 and duly executed by the Issuer at least five Business Days before the applicable Redemption Date (the “Change of Control Redemption Election Notice”) stating that the Issuer irrevocably elects (subject to the last sentence of this Section 5(b)(i)) to redeem all or any portion of this Note on the applicable Redemption Date. Such Change of Control Redemption Election Notice shall specify the principal amount to be redeemed and the applicable Prepayment Premium due with respect to such principal amount (such amounts together collectively, the “Change of Control Repayment Amount”). In the case of the Change of Control Redemption Election under Section 4(c), the Change of Control Redemption Election Notice shall also state the applicable Redemption Date; provided that if not so stated the Redemption Date shall be the closing date of such Change of Control. Any such notice may, at the Issuer’s discretion, state that the redemption is subject to the satisfaction of one or more conditions precedent.

(ii) If the Holder makes a Change of Control Redemption Election: In order to exercise the Change of Control Redemption Election under Section 4(c), the Holder shall deliver to the Issuer a written redemption election, substantially in the form attached hereto as Attachment 3 and duly executed by the Holder at least five Business Days before the applicable Redemption Date (the “Holder Change of Control Redemption Election Notice”) stating that the Holder irrevocably elects (subject to the last sentence of this Section 5(b)(i)) to cause the Issuer to redeem all or any portion of this Note on the applicable Redemption Date. Such Change of Control Redemption Election Notice shall specify the principal amount to be redeemed and the applicable Prepayment Premium due with respect to such principal amount (such amounts together collectively, the “Holder Change of Control Repayment Amount”). In the case of the Change of Control Redemption Election under Section 4(c), the Redemption Date shall be the closing date of such Change of Control. Any such notice may, at the Holder’s discretion, state that the redemption is subject to the satisfaction of one or more conditions precedent.

Exhibit B-10

(iii) On the applicable Redemption Date, subject to satisfaction of any conditions to redemption set forth in the applicable Change of Control Redemption Election Notice in accordance with Section 5(b)(i) or Holder Change of Control Redemption Election Notice in accordance with Section 5(b)(ii), as applicable, the Issuer shall pay either the applicable Change of Control Repayment Amount (if the Issuer Delivered a Change of Control Redemption Election Notice) or the applicable Holder Change of Control Repayment Amount (if the Holder Delivered a Change of Control Redemption Election Notice), in each case, by wire transfer of immediately available funds to the Holder’s account specified by the Holder at least one Business Day immediately prior to the applicable Redemption Date, or, if no such account is specified, by wire transfer of immediately available funds to the account specified on Schedule I hereto.

SECTION 6. TERMINATION. From and after redemption of all of the Outstanding Principal Balance of this Note in accordance with the terms hereof and payment of any accrued but unpaid interest (excluding for the avoidance of doubt any PIK Interest), this Note shall cease to be outstanding for any purpose whatsoever and all covenants and obligations of the Issuer under and with respect to this Note shall automatically terminate and shall be of no further force or effect as of such time without any further action by any Person. In connection with any redemption of all of the Outstanding Principal Balance of this Note, the Holder shall surrender this Note to the Issuer at its address set forth in Section 16. Notwithstanding anything to the contrary and for the avoidance of doubt the delivery of (1) an Optional Redemption Repayment Amount with respect to the entire Outstanding Principal Balance of this Note as of the applicable Redemption Date or (2) a Change of Control Repayment Amount or a Holder Change of Control Repayment Amount, as applicable, in respect of the entire Outstanding Principal Balance of this Note as of the applicable Redemption Date, in each case, upon redemption of this Note in full in accordance with the terms of hereof will be deemed to satisfy in full all obligations with respect to this Note.

SECTION 7. TRIGGER EVENTS. Each of the following shall be a “Trigger Event” with respect to this Note unless the Holder otherwise consents (including without limitation any approval from the board nominee of Holder (if any) and in the event no Holder nominee is then appointed on the board, then approval from the board observer appointed by Holder (if any), and in each case, any consent by such board nominee or board observer shall be deemed to be the consent of the Holder):

(a) The Issuer fails to furnish to the Holder written notice of the occurrence and continuance of any Default or Event of Default under this Note promptly after becoming aware of such Default or Event of Default;

(b) The Issuer fails to provide the Holder with a copy of any notice of event of default provided to the Corporation or any of its Restricted Subsidiaries pursuant to the Senior Secured Note Indenture promptly after receipt of such notice;

(c) the occurrence of any of the following events:

Exhibit B-11

(i) the Issuer consolidates or merges with or into another Person (whether or not the Issuer is the surviving entity); provided that notwithstanding the foregoing, this Section 7 will not apply to (i) any Subsidiary or Affiliate consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Issuer or to another Subsidiary, (ii) any Change of Control or (iii) the Issuer merging with a wholly owned Subsidiary or Affiliate solely for the purpose and with the sole effect of reincorporating the Issuer in another jurisdiction;

(ii) any direct or indirect incurrence or Guarantee of Indebtedness by the Corporation, the Issuer or its consolidated Restricted Subsidiaries other than (1) any incurrence or Guarantee of Indebtedness permitted under the Senior Secured Note Indenture (as in effect as of the Signing Date) other than Sections 4.09(a), 4.09(b)(2), 4.09(b)(4), and 4.09(b)(20) of the Senior Secured Note Indenture (as in effect as of the Signing Date), (2) any Indebtedness under any Credit Facility (as defined in the Senior Secured Note Indenture (as in effect as of the Signing Date)), including letters of credit or banker’s acceptances issued or created thereunder, in an aggregate principal amount at any one time outstanding not to exceed $75 million, (3) this Note, (4) any other promissory note issued in connection with the Purchase Agreement, (5) any indenture governing senior notes issued by the Corporation (or to be issued by the Corporation after giving effect to any merger with any escrow entity), dated on or before [ ]² (the “Issue Date Indenture”) and any senior notes issued thereunder, (6) to the extent that, on a pro forma basis, immediately after the incurrence of such Indebtedness (including a pro forma application of the net proceeds therefrom) the Consolidated Leverage Ratio for the Corporation’s most recently ended four full fiscal quarters immediately preceding the date on which such additional Indebtedness is incurred would be greater than 4.5:1.0, and (7) any amendment, restatement, amendment and restatement, supplement, refinancing, replacement, extension or renewal or other modification of the Senior Secured Notes, the Senior Secured Note Indenture, the Issue Date Indenture and any senior notes issued thereunder, in each case, in any manner; provided, further that any such refinancing or amendment of such Senior Secured Notes (exclusive of any costs of the refinancing or amendment which may be incurred) does not increase the aggregate amount of outstanding Indebtedness of the Corporation on a dollar, not multiple, basis;

(iii) the Corporation makes or declare any Restricted Payment (as defined in clauses (i) and (ii) as set forth in the Senior Secured Note Indenture (as in effect as of the Signing Date)), other than Restricted Payments in the ordinary course of business and funded with the proceeds of internally generated cash flow of the Corporation and its Subsidiaries;

(iv) any change in the principal line of business or geographic focus of the Corporation other than an investment or credit assurance in China in the manner contemplated by the Purchase Agreement; provided that any investment by the Corporation in China exceeding 10% of its market capitalization at the time of such investment shall require approval of the board of the Corporation which must include approval from the board nominee of Holder (if any) and in the event no Holder nominee is then appointed on the board, then approval from the board observer appointed by Holder (if any);

Exhibit B-12

(v) any voluntary change in tax classification or corporate form by the Corporation or the Issuer; or

(vi) the Issuer or any Restricted Subsidiary, creates, incurs, assumes or permits to exist any Lien (as defined in the Senior Secured Note Indenture (as in effect as of the Signing Date)) on any property or asset now owned or hereafter acquired by the Corporation or any Restricted Subsidiary, other than as permitted by the Senior Secured Note Indenture (as in effect as of the Signing Date).

Notwithstanding the foregoing, none of the following actions shall constitute a Trigger Event or be restricted or limited by or require any approval of the Holder (other than as set forth in Section 8(b)): (i) the Corporation and any of its controlled Affiliates entering into joint ventures, partnerships or similar arrangements and funding the same as described in Clause (D) of this paragraph, so long as each such joint venture, partnership or similar arrangement is (A) in respect of a single asset or a group of related assets (for the avoidance of doubt, a group of assets shall not be deemed to be related assets solely because they perform the same function), (B) with third Persons, (C) on an arms’-length basis, (D) funded through the issuance of equity in such joint venture, capital contributions in such joint venture and/or the incurrence of unsecured Indebtedness or Indebtedness solely secured by the assets of such joint venture and/or the equity in such joint venture, and (E) for the purpose of (1) developing or expanding assets of the Corporation and such controlled Affiliates or (2) acquiring and developing new assets and growth opportunities, (ii) the issuance of securities and capital contributions among the Corporation or any of its Restricted Subsidiaries, (iii) any Change of Control, (iv) any OCB Exception, (v) the issuance of securities, capital contributions or incurrence of intercompany Indebtedness among the Corporation and any joint ventures, partnerships or other minority owned entities in which the Corporation or its Restricted Subsidiaries have an equity or other interest.

(d) the Issuer defaults in payment when due and payable of any principal, Prepayment Premium or Cash Interest due and payable on the Notes.

SECTION 8. TRIGGER EVENT RIGHTS OF HOLDER.

(a) Upon the occurrence and during the continuance of a Trigger Event of the type specified in Section 7(a), (b) or (c) subject to the following proviso, the rate of interest payable in accordance with Section 3(a) shall be automatically increased by 200 basis points; provided that for the avoidance of doubt if such Trigger Event is cured, waived or otherwise ceases to exist then such increased interest rate shall automatically cease to apply upon such Trigger Event being cured, waived of otherwise ceasing to exist. In addition, the Issuer hereby acknowledges and agrees that the Trigger Events are special, unique and of extraordinary character and that, if a Trigger Event occurs Holder may be without an adequate remedy at law. If a Trigger Event occurs, Holder, in addition to any remedy otherwise described herein, shall be entitled to specific performance to cure any failure of the Corporation or the Issuer resulting in such Trigger Event or other applicable equitable relief, in each case, without any requirement to post bond.

Exhibit B-13

(b) Upon the occurrence and during the continuance of a Trigger Event of the type specified in Section 7(d), (A) subject to the following proviso, the rate of interest payable in accordance with Section 3(a) shall be automatically increased by 200 basis points; provided that for the avoidance of doubt if such Trigger Event is cured, waived or otherwise ceases to exist then such increased interest rate shall automatically cease to apply upon such Trigger Event being cured, waived of otherwise ceasing to exist and (B) if such Trigger Event has been continuing for two consecutive fiscal quarters, without approval of the board of the Corporation which must include approval from the board nominee of Holder (if any) and in the event no Holder nominee is then appointed on the board, then approval from the board observer appointed by Holder (if any)(and in each case, any consent by such board nominee or board observer shall be deemed to be the consent of the Holder) the Issuer shall not, shall cause its Restricted Subsidiaries not to, and shall not permit the Corporation to, directly or indirectly, do any of the following other than in the ordinary course of business, consistent with past practice:

(A) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired;

(B) make any Investments;

(C) create, incur or assume any Indebtedness;

(D) make any Asset Sale; or

(E) declare or make any Restricted Payment.

Notwithstanding anything to the contrary none of the following actions shall be restricted or limited by or require any approval of the Holder (the following, collectively, the “OCB Exceptions”): (i) Company Entities may directly or indirectly dispose of any assets or issue any securities that are subordinated to the Notes so that proceeds from such sale/issuance can be used to cure any payment default, (ii) Company Entities may distribute funds, whether by a Restricted Payment or otherwise, directly or indirectly through their affiliates, for purposes of satisfying any obligation in connection with (1) the Senior Secured Notes, the Senior Secured Note Indenture, the Issue Date Indenture and any senior notes issued thereunder, (2) any Credit Facility permitted hereunder, (3) this Note or any other any other promissory note issued in connection with the Purchase Agreement, (4) any capital lease obligations permitted hereunder or (5) the payment of employees, taxes, critical vendors or suppliers, landlords, public company expenses or expenses that are necessary to remain solvent or maintain listing, (iii) any activities in connection with securitization facilities in the ordinary course of business, including without limitation transactions with Unrestricted Subsidiaries (as defined in the Senior Secured Note Indenture (as in effect as of the Signing Date)), (iv) any sales of accounts receivables or factoring arrangements in the ordinary course of business, (v) any purchasing, financing, maintain or disposition of equipment in

Exhibit B-14

the ordinary course of business, (vi) redemptions or purchases of equity of any joint venture partners of any Restricted Subsidiary required by any joint venture documents or in the ordinary course of business, including without in connection with the retirement of any physician employees, (vii) any actions required by any contractual relationships existing prior to the applicable Trigger Event and not entered into in contemplation of such Trigger Event.

(c) Waiver of Trigger Event. The Holder may waive any existing Trigger Event, together with any of the consequences of such Trigger Event. In such event, the Holder and the Issuer will be restored to their respective former positions, rights and obligations hereunder. Any Trigger Event so waived will be deemed to have been cured and not to be continuing, but no such waiver will extend to any subsequent or other Trigger Event or impair any right of the Holder consequent thereon.

SECTION 9. EVENTS OF DEFAULT.

(a) Each of the following shall be an “Event of Default” with respect to this Note:

(i) the Corporation, the Issuer or any Significant Subsidiary (or a group of Restricted Subsidiaries that, taken together, as of the most recently ended four fiscal quarter period for which internal financial statements are available, would constitute a Significant Subsidiary) of the Corporation pursuant to or within the meaning of Bankruptcy Law (i) commences a voluntary case or proceeding under Bankruptcy Law; (ii) consents to the entry of an order for relief against it in an involuntary case or proceeding under Bankruptcy Law; (iii) consents to the appointment of a custodian, trustee, receiver, receiver and manager, monitor or interim receiver of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors; or

(ii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Corporation, the Issuer or any Significant Subsidiary (or a group of Restricted Subsidiaries that, taken together, as of the most recently ended four fiscal quarter period for which internal financial statements are available, would constitute a Significant Subsidiary) of the Corporation in an involuntary case or proceeding; (ii) appoints a custodian, trustee, receiver, receiver and manager, monitor or interim receiver of the Corporation, the Issuer or any Significant Subsidiary (or a group of Restricted Subsidiaries that, taken together, as of the most recently ended four fiscal quarter period for which internal financial statements are available, would constitute a Significant Subsidiary) of the Corporation or for all or substantially all of the property of the Corporation, the Issuer or any Significant Subsidiary (or a group of Restricted Subsidiaries that, taken together, as of the most recently ended four fiscal quarter period for which internal financial statements are available, would constitute a Significant Subsidiary) of the Corporation; or (iii) orders the liquidation of the Corporation, the Issuer or any Significant Subsidiary of the Corporation, and the order or decree remains unstayed and in effect for 60 consecutive days.

Exhibit B-15

(b) Remedies. Upon the occurrence of an Event of Default of the type specified in Section 9(a)(i) or (ii), the Required Repayment Amount will become immediately due and payable, without any further notice and without any presentment, demand, or protest of any kind, all of which are hereby expressly waived by the Issuer.

(c) Waiver of Default. The Holder may waive any existing Event of Default, together with any of the consequences of such Event of Default. In such event, the Holder and the Issuer will be restored to their respective former positions, rights and obligations hereunder. Any Event of Default so waived will be deemed to have been cured and not to be continuing, but no such waiver will extend to any subsequent or other Event of Default or impair any right of the Holder consequent thereon.

(d) Cumulative Remedies. No failure on the part of the Holder to exercise and no delay in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise by the Holder of any right hereunder preclude any other or further right of exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not alternative.

(e) Past-Due Amounts. Other than as to the right of Issuer to pay PIK Interest prior to the Maturity Date, any past due amount payable by Issuer under this Note shall bear interest at the otherwise applicable interest rate on the Outstanding Principal Balance.

SECTION 10. VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note.

SECTION 11. AMENDMENTS. This Note, and any of the terms and provisions hereof, may be amended from time to time with (and only with) the written consent of the Issuer and the Holder.

SECTION 12. TRANSFERABILITY AND RELATED PROVISIONS.

(a) Transferability. The Holder may, directly or indirectly, offer, sell, assign or transfer this Note to any Person; provided, however, that notwithstanding anything to the contrary, (1) Holder may only sell, assign or transfer this Note in its entirety and for the avoidance of doubt no partial sales, assignments or transfers shall be permitted, (2) no such sale, assignment or transfer shall be made to any non-U.S. resident individual, non- U.S. corporation or partnership, or any other non-U.S. entity, including any foreign governmental entity, including by means of any swap or other transaction or arrangement that transfers or that is designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, of any of the economic consequences of ownership of this Note, (3) no such offer, sale, assignment or transfer shall be made in the absence of an effective registration statement under the act and such state securities laws, or an exemption from registration thereunder and (4) Holder shall not directly or indirectly offer, sell, assign or transfer this Note or any participation interest therein to any Industry Competitor and any purported sale, assignment, transfer or participation to an Industry Competitor shall be null and void ab initio. ANY SUCH SALE, ASSIGNMENT OR TRANSFER IS SUBJECT TO THE ISSUER’S RIGHT PRIOR TO SUCH SALE,

Exhibit B-16

ASSIGNMENT OR TRANSFER TO REQUIRE THE DELIVERY OF A CUSTOMARY OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO THE ISSUER THAT SUCH SALE, ASSIGNMENT OR TRANSFER IS IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE LEGEND ON THIS NOTE WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE ACT.

(b) Note Register. The Issuer shall maintain and keep updated a register (the “Register”) for the recordation of the names and addresses of the holder of this Note and the Outstanding Principal Balance of the Note (the “Registered Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Issuer and the Holder shall treat each Person whose name is recorded in the Register as the owner of the applicable Note for all purposes, including the right to receive payments hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold to the extent permitted pursuant to Section 12(a) and any other terms hereof, only by registration of such assignment or sale on the Register and for the avoidance of doubt, no partial sales of this Note shall be permitted. Upon Issuer’s receipt of a satisfactory request from Holder to assign or sell all of a Registered Note by the Holder in accordance with Sections 12 and 13 of this Note and the physical surrender of such applicable Registered Note to the Issuer, the Issuer shall record the information contained therein in the Register and issue a new Registered Note, the aggregate Outstanding Principal Balance of which is the same as the entire Outstanding Principal Balance of the surrendered Registered Note, to the Transferee pursuant to Section 13 hereof.

SECTION 13. REISSUANCE OF THE NOTE.

(a) Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Issuer, whereupon the Issuer will issue and deliver a new note substantially in the form of this Note (such note, a “New Note”) to the Transferee (in accordance with Section 13(d)), representing the Outstanding Principal Balance of this Note being transferred by the Holder, which for the avoidance of doubt, shall not be less than the entire Outstanding Principal Balance of this Note held by the Holder. The Transferee, by its acceptance of such New Note, acknowledges and agrees that, by reason of the provisions of Section 13(d)), following redemption of any portion of this Note, the Outstanding Principal Balance represented by this Note may be less than the Outstanding Principal Balance stated on the face of this Note.

(b) Reserved.

(c) Lost, Stolen, Destroyed or Mutilated Note. Upon receipt by the Issuer of evidence reasonably satisfactory to the Issuer of the loss, theft, destruction or mutilation of this Note and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Issuer in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Issuer shall execute and deliver to the Holder a New Note (in accordance with Section 13(d)), representing the Outstanding Principal Balance.

Exhibit B-17

(d) Issuance of New Note. Whenever the Issuer is required to issue a New Note pursuant to the terms of this Note, such New Note (i) shall be in substantially the same form as this Note, including without limitation having a like tenor with this Note and having the same rights and conditions as this Note, (ii) shall represent, as indicated on the face of such New Note, the then applicable remaining Outstanding Principal Balance and (iii) shall be timely prepared and issued by the Issuer, but in no event shall the Issuer issue such New Note more than five Business Days after surrender of this Note or the receipt of such items are required pursuant to Section 13(c), as the case may be.

SECTION 14. FAILURE OR INDULGENCE NOT WAIVER; REMEDIES. The Holder shall not by any act or omission be deemed to waive any of its rights or remedies under this Note unless such waiver shall be in writing and signed by the Holder, and then only to the extent specifically set forth therein. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law, in equity, in tort or otherwise, including injunctive relief or specific performance. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 15. CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Issuer and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of or affect the interpretation of this Note.

SECTION 16. NOTICES AND PAYMENTS.

(a) Notices. Any notices, requests, or consents provided for or permitted to be given under this Note must be in writing, and must be given by delivering that writing to the recipient in person, by courier, by electronic mail, or by facsimile transmission, to:

(i) in the case of the Issuer:

Akumin Corp.

8300 W Sunrise Blvd.

Plantation FL 33322

Attention: Riadh Zine / Matt Cameron

Email: [Redacted—personal information]

with a copy to (which shall not constitute notice): McDermott Will & Emery LLP

333 SE 2nd Avenue, Suite 4500

Miami, FL 33131-2184

Attention: Adam J. Rogers, Esq.

Email: ajrogers@mwe.com

Exhibit B-18

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

Stikeman Elliott

5300 Commerce Court West 199 Bay Street

Toronto Ontario M5L 1B9 Canada

Attention: Dee Rajpal

Email: drajpal@strikeman.com

(ii) in the case of the Holder, the address provided on Schedule I hereto.

Any such notice, request, or consent given under this Note is effective on receipt by the person to receive it; provided, however, that a facsimile or electronic mail that is transmitted after the normal business hours of the recipient shall be deemed effective on the next Business Day.

(b) Payments. Whenever any payment of cash is to be made by the Issuer to any Person pursuant to this Note, such payment shall be made in Dollars in cash via wire transfer of immediately available funds. The Holder shall provide the Issuer with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any PIK Interest Payment Date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date.

SECTION 17. WAIVER OF NOTICE. To the extent permitted by law, unless otherwise provided herein, the Issuer hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

SECTION 18. GOVERNING LAW; JURISDICTION AND VENUE. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PRINCIPLES. IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, THE HOLDER, BY ITS ACCEPTANCE HEREOF, CONSENTS TO THE JURISDICTION AND VENUE OF ANY FEDERAL OR STATE COURT LOCATED WITHIN THE SOUTHERN DISTRICT OF NEW YORK AND WAIVES ANY OBJECTION TO JURISDICTION OR VENUE OF, AND WAIVES ANY MOTION TO TRANSFER VENUE FROM, ANY OF THE AFORESAID COURTS.

SECTION 19. SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Each of the Issuer and Holder irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or

Exhibit B-19

relating to this Note (whether based on contract, equity, tort or any other theory), or for recognition or enforcement of any judgment, and each party 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 extent permitted by Applicable Law, in such federal court. Each party 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 Applicable Law. EACH OF THE ISSUER AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER, WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE AND ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH.

SECTION 20. SEVERABILITY. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note.

SECTION 21. TAX TREATMENT. This Note will be treated as issued with OID for U.S. federal income tax purposes. In addition, the Issuer and the Holder agree to treat this Note as not subject to the rules governing contingent payment debt instruments. Furthermore, the Issuer and the Holder agree (i) to treat the Maturity Date of this Note for

U.S. federal income tax purposes (as determined under Treasury Regulation Section 1.1272-1(c)) as the Maturity Date and (ii) the OID will accrue on the Note based on the yield to maturity as determined pursuant to Treasury Regulation Section 1.1272-1(b)(1). If this Note is still outstanding (i.e., has not repaid in full) after the Maturity Date, then, notwithstanding the foregoing, the yield and deemed maturity date shall be recalculated pursuant to the rules of Treasury Regulation Section 1.1272-1(c). The Issuer and the Holder agree to file all tax returns in accordance with the foregoing, and not to take any position inconsistent with such treatment, unless otherwise required by law.

SECTION 22. OTHER INTERESTS. Holder and its Affiliates may have interests, economic or otherwise, that conflict with those of the Issuer.

SECTION 23. LIMITATION ON RECOURSE. No director, officer, employee, incorporator or stockholder of the Issuer or any of its Affiliates will have any liability for any obligations of the Issuer under the Note or for any claim based on or in respect of such obligations. By its acceptance or acquisition of this Note (or any beneficial interest in this Note), the Holder acknowledges and agrees that it waives and releases such liability to the fullest extent permitted by law.

SECTION 24. INTERPRETATION. In this Note, unless otherwise indicated or the context otherwise requires, all words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties required and the verb shall be read and construed as agreeing with the required word and pronoun; the division of this Note into Sections and Exhibits and the use of headings and captions is for convenience of

Exhibit B-20

reference only and shall not modify or affect the interpretation or construction of this Note or any of its provisions; the words “herein,” “hereof,” “hereunder,” “hereinafter” and “hereto” and words of similar import refer to this Note as a whole and not to any particular Section or Exhibit hereof; the words “include,” “including,” and derivations thereof shall be deemed to have the phrase “without limitation” attached thereto unless otherwise expressly stated; references to a specified Exhibit or Section shall be construed as a reference to that specified Exhibit or Section of this Note; and all references to “$” or “dollars” shall be deemed references to United States dollars.

SECTION 25. SECURITIES FILINGS COOPERATION. Holder shall cooperate reasonably with the Issuer to provide any information necessary for any applicable securities filings.

[Signature Page Follows]

Exhibit B-21

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed as of the issuance.

Dated: [ ]

Exhibit B-22

ATTACHMENT 1

FORM OF OPTIONAL REDEMPTION ELECTION NOTICE

[                 ], 20[     ]

Re: 11.00% Unsecured PIK Toggle Series A Note – Optional Redemption Election Notice

Reference is hereby made to the 11.00% Unsecured PIK Toggle Series A Note, dated as of [    ] (the “Note”), issued by Akumin Corp. (the “Issuer”) pursuant to the Series A Notes and Common Share Purchase Agreement, dated as of June 25, 2021, by and among the Corporation, the Issuer and the purchasers set forth therein, and registered in the name of [HOLDER] (“you” or the “Holder”). Capitalized terms used and not defined herein have the meanings ascribed to them in the Note.

In accordance with Section 4(b) and 5(a) of the Note, the Issuer hereby irrevocably (subject to the following sentence) elects to redeem $[    ] of the outstanding principal amount of the Note which results in a Prepayment Premium of $[    ] (collectively, the “Redemption”) on [    ], 20[    ] (the “Redemption Date”). The Redemption may be subject to the following conditions: [    ].

Exhibit B-23

ATTACHMENT 2

FORM OF CHANGE OF CONTROL REDEMPTION ELECTION NOTICE

[    ], 20[    ]

Re: 11.00% Unsecured PIK Toggle Series A Note – Change of Control Redemption Election Notice

Reference is hereby made to the 11.00% Unsecured PIK Toggle Series A Note, dated as of [    ] (the “Note”), issued by Akumin Corp. (the “Issuer”) pursuant to the Series A Notes and Common Share Purchase Agreement, dated as of June 25, 2021, by and among the Corporation, the Issuer and the purchasers set forth therein, and registered in the name of [HOLDER] (“you” or the “Holder”). Capitalized terms used and not defined herein have the meanings ascribed to them in the Note.

In accordance with Section 4(c) and 5(b) of the Note, the Issuer hereby irrevocably (subject to the following sentence) elects to redeem $[    ] of the outstanding principal amount of the Note which results in a Prepayment Premium of $[    ] (collectively, the “Redemption”) on [    ], 20[    ] (the “Redemption Date”). The Redemption may be subject to the following conditions: [    ].

Exhibit B-24

ATTACHMENT 2

FORM OF HOLDER CHANGE OF CONTROL REDEMPTION ELECTION NOTICE

[    ], 20[    ]

Re: 11.00% Unsecured PIK Toggle Series A Note – Holder Change of Control Redemption Election Notice

Reference is hereby made to the 11.00% Unsecured PIK Toggle Series A Note, dated as of [    ] (the “Note”), issued by Akumin Corp. (the “Issuer”) pursuant to the Series A Notes and Common Share Purchase Agreement, dated as of June 25, 2021, by and among the Corporation, the Issuer and the purchasers set forth therein, and registered in the name of [HOLDER] (“you” or the “Holder”). Capitalized terms used and not defined herein have the meanings ascribed to them in the Note.

In accordance with Section 4(c) and 5(b) of the Note, the Holder hereby irrevocably (subject to the following sentence) elects to cause the Issuer to redeem $[    ] of the outstanding principal amount of the Note which results in a Prepayment Premium of $[    ] (collectively, the “Redemption”) on [    ], 20[    ] (the “Redemption Date”).    The Redemption may be subject to the following conditions: [    ].

SCHEDULE I HOLDER NOTICE DETAILS

Sch I-26

Exhibit C

FORM OF REGISTRATION RIGHTS AGREEMENT

Exhibit C-1

REGISTRATION RIGHTS AGREEMENT

among

AKUMIN INC.

and

THE PURCHASER NAMED ON SCHEDULE A HERETO

TABLE OF CONTENTS

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2021 (this “Agreement”) is entered into by and among AKUMIN INC., an Ontario corporation (including such Person’s successors by merger, acquisition, reorganization or otherwise, the “Company”), and Stonepeak Magnet Holdings LP, a Delaware limited partnership (the “Purchaser”).

WHEREAS, this Agreement is made in connection with (i) the issuance of warrants of the Company and Common Shares, in each case, issuable pursuant to the Series A Notes and Common Share Purchase Agreement, dated as of June 25, 2021, by and among the Company, Akumin Corp. and the Purchaser (the “Purchase Agreement”); and

WHEREAS, the Company has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchaser pursuant to the Warrant Agreement and Purchase Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, the following terms have the meanings indicated:

“Affiliate” shall have the meaning ascribed to it, on the date hereof, in Rule 405 under the Securities Act; provided, however, that for purposes of this Agreement, the Purchaser (and its Affiliates) shall not be Affiliates of the Company or any of its subsidiaries, and neither the Company nor any of its subsidiaries shall be an Affiliate of the Purchaser (or any of the Purchaser’s Affiliates).

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement. “Base Shelf Prospectus” has the meaning ascribed thereto in NI 44-102.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or Toronto, Ontario are authorized or required by law or other governmental action to close.

“Canadian Securities Authorities” means the “Canadian securities regulatory authorities” as defined in National Instrument 14-101 – Definitions, and any of their successors.

“Canadian Securities Laws” means the securities laws of each of the provinces of Canada, the forms and disclosure requirements made or promulgated under those laws and companion policies of or administered by the Canadian Securities Authorities, and applicable discretionary rulings, blanket orders or orders issued by the Canadian Securities Authorities pursuant to such laws and policy statements.

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“Commission” means the United States Securities and Exchange Commission.

“Common Shares” means the common shares of the Company.

“Effective Date” means the date of effectiveness of any Registration Statement. “Effectiveness Period” has the meaning specified in Section 2.01(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Holder” means the record holder of any Registrable Securities.

“Holder Underwriter Registration Statement” has the meaning specified in Section 2.04(q).

“Included Registrable Securities” has the meaning specified in Section 2.02(a).

“Initial Issue Date” means initial Issue Date on which the Shares and initial Warrants are issued under the terms of the Purchase Agreement .

“Issue Date” means, with respect to each Share and each Warrant, the original date of issuance of each such Share and Warrant.

“Liquidated Damages” has the meaning specified in Section 2.01(b).

“Liquidated Damages Multiplier” means the product of (i) the Purchased Common Share Price and (ii) the number of Registrable Securities then held by the applicable Holder and included on the applicable Registration Statement.

“Losses” has the meaning specified in Section 2.08(a).

“Managing Underwriter” means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering.

“Nasdaq” means The Nasdaq Stock Market LLC.

“NI 44-101” means National Instrument 44-101—Short Form Prospectus Distributions. “NI 44-102” means National Instrument 44-102—Shelf Distributions.

“Other Holder” has the meaning specified in Section 2.02(a).

“Person” means any individual, corporation, company, voluntary association, company, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.

“Piggyback Notice” has the meaning specified in Section 2.02(a).

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“Piggyback Opt-Out Notice” has the meaning specified in Section 2.02(a). “Piggyback Registration” has the meaning specified in Section 2.02(a).

“Purchase Agreement” has the meaning specified in the Preamble of this Agreement. “Purchased Common Share Price” means $2.98.

“Purchaser” has the meaning set forth in the introductory paragraph of this Agreement.

“Registration” means any registration pursuant to this Agreement, including pursuant to a Registration Statement or a Piggyback Registration.

“Registrable Securities” means, collectively, (a) the Shares and (b) the Warrant Shares, all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02.

“Registration Expenses” has the meaning specified in Section 2.07(a). “Registration Statement” has the meaning specified in Section 2.01(a).

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Selling Expenses” has the meaning specified in Section 2.07(a).

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement.

“Selling Holder Indemnified Persons” has the meaning specified in Section 2.08(a). “Shares” means the Common Shares issuable pursuant to the Purchase Agreement. “Shelf Prospectus Supplement” has the meaning given to it in NI 44-102.

“Target Effective Date” has the meaning specified in Section 2.01(a).

“Underwritten Offering” means an offering (including an offering pursuant to a Registration Statement) in which Common Shares are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.

“Warrant” means each Warrant, granted pursuant to the Purchase Agreement, including Warrants issued at the initial closing under the Purchase Agreement and additional Warrants issued after the initial closing under the Purchase Agreement.

“Warrant Agreement” has the meaning specified in the Preamble of this Agreement.

“Warrant Shares” means the Common Shares issuable on exercise of the Warrants.

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“WKSI” means a well-known seasoned issuer (as defined in the rules and regulations of the Commission).

Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security upon the earliest to occur of the following: (a) when a registration statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement, (b) when qualification of securities for distribution under Canadian Securities Laws (or any of them) by way of a prospectus prepared in accordance with the applicable Canadian Securities Laws and such Registrable Security has been sold or disposed of pursuant to such prospectus, (c) when such Registrable Security has been disposed of (excluding transfers or assignments by a Holder to an Affiliate or to another Holder or any of its Affiliates or to any assignee or transferee to whom the rights under this Agreement have been transferred pursuant to Section 2.10) pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, (d) when such Registrable Security is held by the Company or one of its direct or indirect subsidiaries, (e) when such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to Section 2.10 and (f) the first anniversary of the date on which all Warrants have been exercised. In addition, any Registrable Securities shall not be considered Registrable Securities for so long as such Registrable Securities may be sold by a Holder without volume or manner of sale limitations pursuant to any section of Rule 144 (or any successor or similar provision then in effect) under the Securities Act.

ARTICLE II

REGISTRATION RIGHTS

Section 2.01 Shelf Registration and Qualification.

(a) U.S. Shelf Registration. The Company shall (i), as soon as reasonably practicable following the Issue Date, prepare and file an initial registration statement under the Securities Act to permit the public resale of Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Registration Statement”) and (ii) use its commercially reasonable efforts to cause such initial Registration Statement to become effective no later than the earlier of (i) the date that is 60 days after the Issue Date and (ii) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Target Effective Date”). The Company will use its commercially reasonable efforts to cause such initial Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act, with respect to any Holder, until the earliest to occur of the following: (A) the date on which all Registrable Securities covered by the Registration Statement have been distributed in the manner set forth and as contemplated in such Registration Statement or (B) the date on which there are no longer any Registrable Securities outstanding (such period, the “Effectiveness Period”). A Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Company; provided that, if the Company is then eligible, it shall file such Registration Statement on Form F-3 or Form S-3 and (ii) if such Registration Statement is on Form F-1 or Form S-1 and the Company later

5

becomes eligible to register the Registrable Securities on Form F-3 or Form S-3, the Company shall amend such Registration Statement to a Registration Statement on Form F-3 or Form S-3 or file a Registration Statement on Form F-3 or Form S-3 in substitution of such Registration Statement as initially filed. A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three Business Days of such date, the Company shall provide the Holders with written notice of the effectiveness of a Registration Statement.

(b) Canadian Shelf Prospectus. The Company shall as soon as reasonably practicable following the Issue Date and in any event prior to the Target Effective Date, prepare and file and use commercially reasonable efforts to obtain a receipt from the Canadian Securities Authorities (other than the Canadian Securities Authorities of the Province of Quebec) for a preliminary and final Base Shelf Prospectus to qualify the distribution of all Registrable Securities, together with the number of Common Shares reasonably expected to be sold by the Company over the period that the Base Shelf Prospectus is effective. In advance of the expiration of a Base Shelf Prospectus, provided that there are Registrable Securities outstanding, the Company shall use commercially reasonable efforts to renew such Base Shelf Prospectus by filing a preliminary and final Base Shelf Prospectus such that the Company shall at all times have an effective Base Shelf Prospectus with sufficient capacity, together with the number of Common Shares reasonably expected to be sold by the Company over the period that the Base Shelf Prospectus is effective, to qualify the distribution of all Common Shares eligible for Registration pursuant to this Agreement. For greater certainty, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Company, at any time, to qualify the distribution of Registrable Securities in the Province of Quebec.

(c) Failure to Become Effective. If a Registration Statement required by Section 2.01(a) does not become or is not declared effective by the Target Effective Date or if a receipt from the Canadian Securities Authorities for a preliminary and final Base Shelf Prospectus to qualify the distribution of all Registrable Securities is not obtained by the Target Effective Date, then each Holder shall be entitled to a payment (with respect to each of the Holder’s Registrable Securities which are included in such Registration Statement), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to 0.125% of the Liquidated Damages Multiplier, which shall accrue at the end of each such 30-day period, and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, an amount equal to the amount set forth in clause (i) plus an additional 0.125% of the Liquidated Damages Multiplier for each subsequent 60 days (i.e., 0.25% for 61-120 days, 0.375% for 121-180 days, and 0.5% thereafter), which shall accrue at the end of each such 30-day period, up to a maximum amount equal to 0.5% of the Liquidated Damages Multiplier per non-overlapping 30 day period (the “Liquidated Damages”), until such time as both such Registration Statement is declared or becomes effective and a receipt from the Canadian Securities Authorities for a preliminary and final Base Shelf Prospectus to qualify the distribution of all Registrable Securities is obtained or there are no longer

6

any Registrable Securities outstanding. The Liquidated Damages shall be payable within 10 Business Days after the end of each such 30-day period in immediately available funds to the account or accounts specified by the applicable Holders. Liquidated Damages shall not be prorated for any period of less than 30 days accruing during any period for which a Holder is entitled to Liquidated Damages hereunder and shall only accrue in respect of any such 30-day period upon completion of such 30-day period.

(d) Waiver of Liquidated Damages. If the Company is unable to cause a Registration Statement to become effective or obtain a receipt from the Canadian Securities Authorities for a preliminary and final Base Shelf Prospectus to qualify the distribution of all Registrable Securities on or before the Target Effective Date, then the Company may request a waiver of the Liquidated Damages, which may be granted by the consent of the Holders of at least a majority of the outstanding Registrable Securities that have been included on such Registration Statement and to be qualified under such Base Shelf Prospectus, in their sole discretion, and which such waiver shall apply to all the Holders of Registrable Securities included on such Registration Statement or to be so qualified under such Base Shelf Prospectus.

(e) Delay Rights. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement or to be qualified under a Base Shelf Prospectus, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement or in Canada, a Shelf Prospectus Supplement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement or in Canada, under the Base Shelf Prospectus using a Shelf Prospectus Supplement, as applicable) if (i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be adversely affected in any material respect by the use of such Registration Statement or Shelf Prospectus Supplement by the Selling Holder, or (ii) the use of such Registration Statement or Shelf Prospectus Supplement by the Selling Holder would require the disclosure of material non-public information that the Company has a bona fide business purpose for preserving or not disclosing publicly in the good faith judgment of the Company; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement or in Canada, under the Base Shelf Prospectus using a Shelf Prospectus Supplement, for a period that exceeds 60 consecutive calendar days or more than 120 total calendar days in any 12-month period. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement or to be qualified under a Base Shelf Prospectus, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities or in Canada, the qualification of Registrable Securities under the Base Shelf Prospectus, as contemplated in this Agreement.

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Section 2.02 Piggyback Registration.

(a) Participation. If at any time the Company proposes to (i) file a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on its own behalf relating to the sale of Common Shares or on behalf of any other Persons who have or have been granted registration rights (the “Other Holders”) or qualify Common Shares for distribution by prospectus under Canadian Securities Laws (other than a Base Shelf Prospectus contemplated by Section 2.01(b)) by the Company, on its own behalf, relating to the sale of Common Shares, or on behalf of Other Holders, (ii) file a prospectus supplement relating to the sale of Common Shares by the Company or any Other Holders to an effective “automatic” registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case of (i) and (ii), for the sale of Common Shares by the Company or Other Holders in an Underwritten Offering (including an Underwritten Offering undertaken pursuant to Section 2.03), then the Company shall give not less than four Business Days’ notice (or one Business Day in connection with any overnight or bought Underwritten Offering) (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder (together with its Affiliates) owning more than $20,000,000 of Common Shares (determined by multiplying the number of Registrable Securities owned by the Purchased Common Share Price) or, in the case of any of the Purchaser and its Affiliates, owning any Registrable Securities, and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company shall not be required to offer such opportunity (A) to any such Holders, other than any of the Purchaser and its Affiliates, if the Holders, together with their Affiliates, do not offer a minimum of $10,000,000 of Registrable Securities in the aggregate (determined by multiplying the number of Registrable Securities owned by the Purchased Common Share Price ), or (B) to such Holders (including, for greater certainty, the Purchaser and its Affiliates) if and to the extent that the Company has been advised by the Managing Underwriter, acting in good faith, that the inclusion of Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the Common Shares in such Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01. If practical in the context of the contemplated offering, the Company shall use reasonable efforts to increase the length of the Piggyback Notice to provide more time for the applicable Holders to make an election to participate; provided, however, that any decision to increase the length of the Piggyback Notice for longer than two Business Days shall be in the sole discretion of the Company. Each such Holder will have four Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering), or such longer period as may be specified by the Company, in its sole discretion, in the Piggyback Notice, after such Piggyback Notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake such an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection

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with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

(b) Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering, acting in good faith, advise the Company that the total amount of Registrable Securities that the Selling Holders and any Other Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Shares offered or the market for the Common Shares, then the Common Shares to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Company can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of Common Shares proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of Common Shares proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

Section 2.03 Underwritten Offering.

(a) Prospectus Supplement. In the event that any Holder elects to dispose of Registrable Securities under a Registration Statement or by way of prospectus under Canadian Securities Laws pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $15,000,000 from such Underwritten Offering (together with any Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02), the Company shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in, including entering into any underwriting agreement, (i) more than two Underwritten Offerings requested by the Holders and their Affiliates in the aggregate, (ii) within 90 calendar days after the completion of any previous Underwritten Offering, or (iii) during the period starting 14 calendar days prior to and ending upon the expiry

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of any black-out periods applicable to the Company, except as may be otherwise agreed by the Company and the Managing Underwriter; provided, further, that if the Company is conducting or actively pursuing a securities offering with anticipated offering proceeds of at least $20,000,000 (other than in connection with any at-the-market offering or similar continuous offering program), then the Company may suspend such Selling Holder’s right to require the Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Company may only suspend such Selling Holder’s right to require the Company to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six month period and in no event for a period that exceeds an aggregate of 90 days in any 365-day period. The Managing Underwriter or Underwriters for such Underwritten Offering shall be selected by the Company, with the consent of the Purchaser (such consent not to be unreasonably withheld).

(b) General Procedures. In connection with any Underwritten Offering contemplated by Section 2.03(a), the underwriting agreement into which each Selling Holder and the Company shall enter shall contain such representations, covenants, indemnities (subject to Section 2.08) and other rights and obligations as are customary in Underwritten Offerings of securities by the Company. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an Underwritten Offering contemplated by this Section 2.03, such Selling Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that such withdrawal must be made at least one Business Day prior to the time of pricing of such Underwritten Offering to be effective. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses unless the Underwritten Offering was initiated at the election of such Holder and the Company is not otherwise distributing any securities in connection with such the Underwritten Offering in which case the Registration Expenses incurred to the date of such terminated Underwritten Offering shall be borne solely by such Holder.

Section 2.04 Further Obligations. In connection with its obligations under this Article II, the Company will:

(a) promptly prepare and file with the Commission such amendments and supplements to a Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;

(b) promptly prepare and file with the Canadian Securities Authorities (other than in Quebec) such amendments to the Base Shelf Prospectus and any applicable Shelf Prospectus Supplement used in connection therewith as may be necessary to comply with the provisions of Canadian Securities Laws with respect to the disposition of all Registrable Securities covered by such Base Shelf Prospectus;

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(c) if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering under a Registration Statement or the Base Shelf Prospectus and the Managing Underwriter at any time shall notify the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of such Underwritten Offering, the Company shall use its commercially reasonable efforts to include such information in such prospectus supplement;

(d) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing a Registration Statement, the Base Shelf Prospectus or any other registration statement or prospectus contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission or under Canadian Securities Laws), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and, to the extent timely received, make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing such Registration Statement, Base Shelf Prospectus or such other registration statement and the prospectus included therein or any supplement or amendment thereto, and (ii) such number of copies of such Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement;

(e) if applicable, use its commercially reasonable efforts to promptly register or qualify the Registrable Securities covered by any Registration Statement or any other registration statement or prospectus contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request; provided, however, that the Company will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;

(f) promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act or Canadian Securities Laws, of (i) the filing of a Registration Statement, a Base Shelf Prospectus or any other registration statement or prospectus contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to a Registration Statement, a Base Shelf Prospectus or any other registration statement or prospectus or any post-effective amendment thereto, when the same has become effective or a receipt has been obtained therefore, if applicable; and (ii) the receipt of any written comments from the Commission or the Canadian Securities Authorities with respect to any filing referred to in clause (i) and any written request by the Commission or the Canadian Securities Authorities for amendments or supplements to any such Registration Statement, Base Prospectus Supplement or any other registration statement or any prospectus or prospectus supplement thereto;

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(g) promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act or Canadian Securities Laws, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Registration Statement or applicable to a Base Shelf Prospectus or any other registration statement or prospectus contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained therein, in the light of the circumstances under which a statement is made) or a “misrepresentation” as defined under Canadian Securities Laws, as applicable; (ii) the issuance or express threat of issuance by the Commission or the Canadian Securities Authorities of any cease trade order, stop order suspending the effectiveness of a Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Company agrees to, as promptly as practicable, amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing or a “misrepresentation” as defined under Canadian Securities Laws, as applicable, and to take such other action as is reasonably necessary to remove a cease trade order, stop order, suspension, threat thereof or proceedings related thereto;

(h) upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission, Canadian Securities Authorities or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;

(i) in the case of an Underwritten Offering, furnish, or use its reasonable efforts to cause to be furnished, upon request, (i) an opinion of counsel for the Company addressed to the underwriters, dated the date of the closing under the applicable underwriting agreement and (ii) a “comfort” letter addressed to the underwriters, dated the pricing date of such Underwritten Offering and a letter of like kind dated the date of the closing under the applicable underwriting agreement, in each case, signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference into the applicable registration statement, or prospectus and each of the opinion and the “comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement) or prospectus as have been customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities by the Company and such other matters as such underwriters may reasonably request;

(j) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and Canadian Securities Laws, as applicable;

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(k) make available to the appropriate representatives of the Managing Underwriter during normal business hours access to such information and Company personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act and Canadian Securities Laws, as applicable; provided, however, that the Company need not disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Company;

(l) use its commercially reasonable efforts to cause all Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Company are then listed;

(m) use its commercially reasonable efforts to cause Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities;

(n) provide a transfer agent and registrar for all Registrable Securities covered by any Registration Statement not later than the Effective Date of such Registration Statement and in respect of a Base Shelf Prospectus, the date of the receipt from the Canadian Securities Authorities for a final Base Shelf Prospectus;

(o) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of Registrable Securities (including making appropriate officers of the Company available to participate in customary marketing activities); provided, however, that the officers of the Company shall not be required to dedicate an unreasonably burdensome amount of time in connection with any roadshow and related marketing activities for any Underwritten Offering;

(p) if reasonably requested by a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; and (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment, including in respect of any Shelf Prospectus Supplement;

(q) if reasonably required by the Company’s transfer agent, the Company shall promptly deliver any authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to transfer such Registrable Securities without legend upon sale by the Holder of such Registrable Securities under the Registration Statement or Base Shelf Prospectus; and

(r) if any Holder could reasonably be deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the Registration Statement and any amendment or supplement thereof (a “Holder Underwriter Registration Statement”), then the Company will reasonably cooperate with such Holder in allowing such Holder to conduct customary “underwriter’s due diligence” with respect to the Company and satisfy its obligations in respect thereof. In addition, at any Holder’s request, the Company will furnish to such Holder,

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on the date of the effectiveness of the Holder Underwriter Registration Statement and thereafter from time to time on such dates as such Holder may reasonably request (provided that such request shall not be more frequently than on an annual basis unless such Holder is offering Registrable Securities pursuant to a Holder Underwriter Registration Statement), (i) a “comfort” letter, dated such date, from the Company’s independent certified public accountants in form and substance as has been customarily given by independent certified public accountants to underwriters in Underwritten Public Offerings of securities by the Company, addressed to such Holder, (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of the Holder Underwriter Registration Statement, in form, scope and substance as has been customarily given in Underwritten Public Offerings of securities by the Company, including standard “10b-5” negative assurance for such offerings, addressed to such Holder, and (iii) a standard officer’s certificate from the chief executive officer or chief financial officer, or other officers serving such functions, of the Company addressed to the Holder, as has been customarily given by such officers in Underwritten Public Offerings of securities by the Company. The Company will also use its reasonable efforts to provide legal counsel to such Holder with an opportunity to review and comment upon any such Holder Underwriter Registration Statement, and any amendments and supplements thereto, prior to its filing with the Commission.

Notwithstanding anything to the contrary in this Section 2.04, the Company will not name a Holder as an underwriter (as defined in Section 2(a)(11) of the Securities Act) in any Registration Statement or Holder Underwriter Registration Statement, as applicable, without such Holder’s consent. If the staff of the Commission requires the Company to name any Holder as an underwriter (as defined in Section 2(a)(11) of the Securities Act), and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on the applicable Registration Statement and the Company shall have no further obligations hereunder with respect to Registrable Securities held by such Holder, unless such Holder has not had an opportunity to conduct customary underwriter’s due diligence as set forth in subsection (q) of this Section 2.04 with respect to the Company at the time such Holder’s consent is sought.

Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in subsection (f) of this Section 2.04, shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (f) of this Section 2.04 or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will, or will request the Managing Underwriter or Managing Underwriters, if any, to deliver to the Company (at the Company’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Section 2.05 Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or a Base Shelf Prospectus or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed to timely furnish such information that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act or Canadian Securities Laws, as applicable.

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Section 2.06 Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities participating in an Underwritten Offering included in a Registration Statement agrees to enter into a customary letter agreement with underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission or the Canadian Securities Authorities, as applicable, with respect to the pricing of such Underwritten Offering; provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Company or the officers, directors or any other Affiliate of the Company on whom a restriction is imposed, (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder and (iii) in the event that the restrictions set forth in this Section 2.06 are waived with respect to any participant in such Underwritten Offering, such restrictions shall be deemed to have also been waived with respect to each Holder of Registrable Securities as those that are subject to such waiver.

Section 2.07 Expenses.

(a) Certain Definitions. “Registration Expenses” shall not include Selling Expenses but otherwise means all expenses of the Company incident to the Company’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement or the qualification of Registrable Securities under a Base Shelf Prospectus pursuant to Section 2.01, a Piggyback Registration pursuant to Section 2.02, or an Underwritten Offering pursuant to Section 2.03, and the disposition of such Registrable Securities, including all registration, filing, TSX and other securities exchange listing and Nasdaq fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, including fees of the Canadian Securities Authorities, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, and the fees and disbursements of counsel for the Company and for the applicable Holders and independent public accountants for the Company, including the expenses of any “cold comfort” letters required by or incident to such performance and compliance. “Selling Expenses” means all underwriting fees, discounts and selling commissions and transfer taxes allocable to the sale of the Registrable Securities.

(b) Expenses. The Company will pay all reasonable Registration Expenses, as determined in good faith, in connection with a shelf Registration, a Base Shelf Prospectus, a Piggyback Registration or, subject to Section 2.03(b), an Underwritten Offering, whether or not any sale is made pursuant to such shelf Registration, a Base Shelf Prospectus, Piggyback Registration or Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder.

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Section 2.08 Indemnification.

(a) By the Company. In the event of a registration or qualification of any Registrable Securities under the Securities Act or Canadian Securities Law, as applicable, pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act, Canadian Securities Laws or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement, other registration statement, Base Prospectus Supplement or other prospectus contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein or relating thereto, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading or “misrepresentation” as defined under Canadian Securities Laws, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission or “misrepresentation” as defined under Canadian Securities Laws so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement, other registration statement, Base Prospectus Supplement or other prospectus, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement, any other registration statement, Base Prospectus Supplement or other prospectus contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

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(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this Section 2.08(c) except to the extent that the indemnifying party is materially prejudiced by such failure. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably satisfactory to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. It is understood and agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for the indemnified parties, and that all such fees and expenses shall be paid or reimbursed as they are incurred. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party may be entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, includes a complete and unconditional release from liability of, and does not contain any admission of wrongdoing by, the indemnified party.

(d) Contribution. If the indemnification provided for in this Section 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by

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such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e) Other Indemnification. The provisions of this Section 2.08 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise. To the extent that any of the Holders is, or would be expected to be, deemed to be an underwriter of Registrable Securities pursuant to any Commission comments or policies or any court of law or otherwise, the Company agrees that the indemnification and contribution provisions contained in this Section 2.08 shall be applicable to the benefit of such Holder in its role as deemed underwriter in addition to its capacity as a Holder.

Section 2.09 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:

(a) make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act (or any successor or similar provision then in effect), at all times from and after the date hereof;

(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at all times from and after the date hereof; and

(c) so long as a Holder owns any Registrable Securities, furnish (i) to the extent accurate, forthwith upon request, a written statement of the Company that it has complied with the reporting requirements of Rule 144 under the Securities Act (or any successor or similar provision then in effect) and (ii) unless otherwise available via the Commission’s EDGAR filing system, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.

Section 2.10 Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities under this Article II may be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities or securities convertible into or exercisable for Registrable Securities except that no rights provided for in Section 2.03(a) may be transferred or assigned by any Holder to any Person acquiring less than $15,000,000 in Registrable Securities (determined by multiplying the number of Registrable

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Securities transferred or assigned by the Purchased Common Share Price); provided, however, that (a) the Company is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned and (b) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement.

Section 2.11 Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities and securities convertible into or exercisable for Registrable Securities, voting as a single class on an as-converted basis, enter into any agreement with any current or future holder of any securities of the Company that would allow such current or future holder to require the Company to include securities in any registration statement filed by the Company on a basis, other than pari passu with, or expressly subordinate to the piggyback rights of the Holders of Registrable Securities hereunder.

ARTICLE III

MISCELLANEOUS

Section 3.01 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, electronic mail, air courier guaranteeing overnight delivery or personal delivery to the following addresses:

Stonepeak Magnet Holdings

LP 55 Hudson Yards

550 W. 34th Street – 48th Floor

New York, NY 10001

Attention: James Wyper and Adrienne Saunders

Email: [Redacted—personal information]

and

Sidley Austin LLP (counsel to the Purchaser)

1000 Louisiana Street

Suite 5900

Attention: Tim Chandler and Ryan Scofield

Email: tim.chandler@sidley.com; rscofield@sidley.com

and

McCarthy Tétrault LLP (Canadian counsel to the Purchaser)

Suite 5300

TD Bank Tower

Box 48, 66 Wellington Street West

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Toronto ON M5K 1E6

Attention: Andrew Parker and Patrick Boucher

Email: aparker@mccarthy.ca; pboucher@mccarthy.ca

Akumin Inc.

8300 W Sunrise Blvd.

Plantation FL 33322

United States

Attention: Riadh Zine / Matt Cameron

Email: [Redacted—personal information]

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

Stikeman Elliott LLP

5300 Commerce Court West

199 Bay Street

Toronto Ontario M5L 1B9

Canada

Attention: Dee Rajpal

Email: drajpal@stikeman.com

or to such other address as the Company or any Holder may designate to each other in writing from time to time or, if to a transferee or assignee of the Purchaser or any transferee or assignee thereof, to such transferee or assignee at the address provided pursuant to Section 2.10. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the facsimile or email copy, if sent via facsimile or email; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 3.02 Binding Effect. This Agreement shall be binding upon the Company, the Purchaser and their respective successors and permitted assigns, including subsequent Holders of Registrable Securities to the extent permitted herein. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

Section 3.03 Assignment of Rights. Except as provided in Section 2.10, neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned or transferred, by operation of law or otherwise, by any party hereto without the prior written consent of the other party.

Section 3.04 Recapitalization, Exchanges, Etc. Affecting Common Shares. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all Common Shares of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, Common Share splits, recapitalizations, pro rata distributions of Common Shares and the like occurring after the date of this Agreement.

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Section 3.05 Aggregation of Registrable Securities. All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

Section 3.06 Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to seek an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have.

Section 3.07 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

Section 3.08 Governing Law, Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 3.09 Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVE, AND AGREE TO CAUSE THEIR AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY

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OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 3.10 Entire Agreement. This Agreement, the Warrants, the Warrant Agreement and the Purchase Agreement and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or in the Warrants, the Warrant Agreement or Purchase Agreement with respect to the rights granted by the Company or any of its Affiliates or the Purchaser or any of their respective Affiliates set forth herein or therein. This Agreement, the Warrants, the Warrant Agreement, the Purchase Agreement and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 3.11 Amendment. This Agreement may be amended only by means of a written amendment signed by the Company and the Holders of a majority of the outstanding Registrable Securities or securities convertible into Registrable Securities, as applicable; provided, however, that no such amendment shall adversely affect the rights of any Holder hereunder without the consent of such Holder. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or any Purchaser from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which such amendment, supplement, modification, waiver or consent has been made or given.

Section 3.12 No Presumption. This Agreement has been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.

Section 3.13 Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that, other than as set forth herein, no Person other than the Purchaser, the Selling Holders, their respective permitted assignees and the Company shall have any obligation hereunder and that, notwithstanding that one or more of such Persons may be a corporation, Company or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, shareholder or Affiliate of any of such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, shareholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, shareholder or Affiliate of any of such Persons or any of their respective assignees, or any former, current or future director, officer, employee,

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agent, general or limited partner, manager, member, shareholder or Affiliate of any of the foregoing, as such, for any obligations of such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligation or its creation, except, in each case, for any assignee of any Purchaser or a Selling Holder hereunder.

Section 3.14 Interpretation. Article, Section and Schedule references in this Agreement are references to the corresponding Article, Section or Schedule to this Agreement, unless otherwise specified. All Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Whenever the Company has an obligation under this Agreement, the expense of complying with that obligation shall be an expense of the Company unless otherwise specified. Any reference in this Agreement to “$” shall mean U.S. dollars. Whenever any determination, consent or approval is to be made or given by a Holder, such action shall be in such Holder’s sole discretion, unless otherwise specified in this Agreement. If any provision in this Agreement is held to be illegal, invalid, not binding or unenforceable, (a) such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions shall remain in full force and effect, and (b) the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

Signature Page to Registration Rights Agreement

Signature Page to Registration Rights Agreement

Exhibit D-1

FORM OF SERIES A WARRANT CERTIFICATE

Exhibit D-1

THE WARRANTS REPRESENTED HEREBY MAY NOT BE TRANSFERRED OR EXERCISED BY ANY PERSON OTHER THAN THE REGISTERED HOLDER HEREOF EXCEPT AS EXPRESSLY PROVIDED HEREIN.

THE WARRANTS EVIDENCED BY THIS CERTIFICATE ARE EXERCISABLE AT ANY TIME AND FROM TIME TO TIME UNTIL THE EXPIRATION TIME (AS DESCRIBED HEREIN), AFTER WHICH THEY SHALL EXPIRE AND BE OF NO FURTHER FORCE OR EFFECT.

THIS WARRANT AND THE UNDERLYING COMMON SHARES THAT MAY BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH WARRANT AND THE UNDERLYING COMMON SHARES THAT MAY BE ISSUED UPON ITS EXERCISE, PRIOR TO THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (B) OR (C) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.

AKUMIN INC.

[DATE]

Series A Warrant Certificate

This Series A Warrant Certificate (the “Warrant Certificate”) certifies that                                                                                  is the registered holder of Series A Warrants (the “Warrants”), exercisable for Common Shares without par value (the “Common Shares”) of Akumin Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”). This Warrant Certificate is exercisable for [ ]1 Common Shares (the “Exercise Shares”). Each Warrant entitles the registered holder upon exercise at any

time from 9:00 a.m., New York City Time on [ ]2 until 5:00 p.m., New York City Time on [ ]3 (the “Expiration Time”), to receive from the Company an amount of fully paid and nonassessable Common Shares (the “Warrant Shares”) at an initial exercise price (the “Exercise Price”) of $[ ]4 (as such price may be adjusted as provided in this Warrant Certificate), which exercise may be completed pursuant to a Net Share Settlement, subject to the conditions and terms set forth herein. The Exercise Price and the number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in this Warrant Certificate.

Article 1.

DEFINITIONS

Section 1.01 Definitions. As used in this Warrant Certificate, the following terms shall have the following respective meanings.

“act” has the meaning set forth in Section 5.01.

“Affiliate” shall have the meaning ascribed to it, on the date hereof, in Rule 405 under the Securities Act.

“Board of Directors” means the Board of Directors of the Company or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action.

“Business Combination” means a merger, consolidation, statutory exchange or similar transaction that requires the approval of the Company’s shareholders.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or Toronto, Ontario are authorized or required by Law or other governmental action to close.

“Closing Sale Price” of the Common Shares means, as of any date, the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on NASDAQ or, if the Common Shares are not listed NASDAQ, the TSX, or if the Common Shares are not listed on the TSX, in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. In the absence of such a quotation, the Closing Sale Price shall be an amount reasonably determined by the Board of Directors in good faith to be the fair market value of a Common Share.