EFiled: Feb 23 2024 04:13P
`Transaction ID 72131079
`Case No. 2017-0250-KSJM
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`Exhibit H
`Exhibit H
`
`EFiled: Feb 23 2024 04:13PM EST
`Transaction ID 72131079
`Case No. 2017-0250-KSJM
`
`

`

`CONFIDENTIAL
`
`HI-030459
`
`OC ARES
`
`Michael Marziani
`One North Wacker, 48" Floor
`Chicago, IL 60606
`Mobile: 1-312-560-5337
`Office: 312-252-7578
`
`October 12, 2015
`
`Mr. Thomas Hillman
`Chief Financial Officer
`Health Integrated, Inc.
`10008 N Dale Mabry Hwy
`Tampa, FL 33618
`Re: Health Integrated, Inc. and all subsidiaries (“Company or Borrower”)
`
`Dear Tom,
`Ares Capital Corporation is pleased to provide this Proposal for a Term Loan for your Company
`under the terms as further described below. Please note that this Proposal is non-binding and is
`not a commitment by Ares to enter into a transaction with you. Any future commitment by Ares
`would be subject to satisfactory completion of due diligence and Ares management committee
`approval.
`Borrowers:
`
`Health Integrated, Inc. and all domestic subsidiaries (“Borrower” or
`“Company”).
`Ares Capital Corporation or an affiliate thereof
`
`Lender:
`
`Term Loan
`
`Facility Amount: — $15 million - $13 million to fund by November 15, 2015. An additional
`$2 million would be made available on October 31, 2016, subject to
`company achieving at least $50 million in revenue for the first 9 months of
`2016 and having at least $8 million in cash
`Months 1-15: interest only
`Months 16-48 principal and interest
`An additional 3 months of interest only will be earned if B
`achieves at least $70 million in 2016 revenue
`
`Amortization:
`
`Rate:
`
`Libor + 8.50%. 1% Libor floor
`
`

`

`CONFIDENTIAL
`
`HI-030460
`
`End of Term
`Payment:
`
`Success Fee:
`
`Prepayment
`Penalty:
`
`Security:
`
`2.00% of each funding
`Uponaliquidity event including, but not limited to an acquisition or IPO,
`a Success Fee of $500,000 would be paid to Lender for a valuation less
`than $150 million. $750,000 for an exit between $150-200 million. $1
`million for exit greater than $200 million.
`
`3% in months 1-15, 2% in months 16-30 and 1% in months 31-42 and 0%
`thereafter of drawn principal balance of term loan.
`lien on all existing and future assets of Borrower, including
`First
`intellectual property.
`
`Permitted Debt:
`
`None
`
`Financial
`Covenants:
`
`None
`
`Conditions Precedent
`Conditions may include, but not limited to the following:
`To Funding:
`e Review of all relevant financial information and completion due
`diligence including satisfactory meetings with Company
`Management and interviews with key investors.
`Execution of documents in mutually acceptable form
`e No Events of Default or MAC in Existence
`e Other conditions which may be mutually agreed upon by Company
`and Ares
`provide
`opinion
`attorney’s
`e Borrower will
`Borrower’s legal existence, good standing, authority and
`the enforceability of the loan documents;
`e Borrower will Represent and Warrant
`that all
`protected in accordance with all applicable laws;
`
`on
`
`IP is
`
`e
`
`an
`
`Events of
`Default:
`
`Commitment
`Fee:
`
`Reporting:
`
`The Loan Agreement will not contain generalized MAC event of default
`language on funded schedules; however it will contain specific Events of
`Default including, but not limited to, investor abandonment, change in
`business model, senior management departure (with cure period), material
`IP impairment and material litigation. There will be an appropriate cure
`period for transactions of this type.
`
`$150,000 will be payable upon execution of documentation. If the
`transaction is not approved by Ares, this fee will be refunded net of out of
`pocket costs.
`Monthly internally prepared financial statements within 30 days.
`
`audited financial statements within 180 days of fiscal year eon
`
`nnual
`ther
`
`

`

`CONFIDENTIAL
`
`HI-030461
`
`customary reporting for a loan ofthis nature to be outlined more fully in
`documentation.
`This letter is intended as expression of our interest to continue discussions with regard to a
`possible extension of credit in favor of Company. Company acknowledges that Ares will need
`significant cooperation from Company management to complete its due diligence in a timely
`manner, including but not limited to, timely access to significant financial information, onsite
`visit with management team, and interviews with investors. You acknowledge that the contents
`of this letter will be not shared with any party external to Company or its Board of Directors
`(with the exception of advisors and potential bank partner), including another potential lender to
`Company. We would be delighted to have the opportunity to continue discussions with a view to
`completing the aforementioned transaction with Company subject to all the terms and conditions
`defined above.
`
`If you would like us to commence due diligence, kindly sign a copy ofthis letter and return it
`along with the Commitment Fee (wire instructions will be provided if you choose to proceed
`with Ares). The proposal expires October 14, 2015, if not accepted on or before that date.
`Sincerely,
`Ares Capital Corporation
`
`Agreed and Accepted:
`cath “Intearated IN
`Company:_
`LE
`“Pop
`
`Printed
`Name:
`Title:
`
`Date:
`
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`