CloudMD Closes Acquisition of iMD Health Global Corp., a Revolutionary Patient Engagement Software Company - Seite 2

Terms of Agreement

In consideration for the purchase of 100% of the outstanding securities of iMD, CloudMD has agreed to pay shareholders aggregate consideration of C$10,000,000 payable as follows: (i) C$1,500,000 in cash, subject to a working capital adjustment; (ii) C$4,500,000 in shares of the Company; and (iii) performance-based earnouts of C$4,000,000 which is payable in shares of the Company in annual issuances over a period of two years. All shares will be issued at a deemed price of C$1.61 per share and are priced by calculating the ten-day volume weighted average trading price of the Company’s shares for the 10 trading days prior to the execution of the binding term sheet. The shares will be subject to certain contractual restrictions on trading for periods ranging from eight and twenty months from the date of issuance.

About iMD Health Global Corp.

iMD Health Global is a Toronto-based ehealth software development company, focused on innovating healthcare education. Since 2010, iMD has grown into Canada’s largest digital patient engagement platform. Centered “At The Point of Care”, healthcare professionals use iMD’s cloud-based platform (in clinic or virtual consults) to engage with their patients at a deeper level and optimize knowledge transfer surrounding a patient’s condition and treatment plan.

This is done through the seamless integration of over 80,000 images, booklets, and video resources (covering 2,100 medical topics), into an award-winning user interface that makes patient education both efficient and effective. At the end of a patient’s consultation, a summary of all the discussed information can be emailed to the patient to review and continue their learning journey at home, improving their health literacy and adherence to their treatment plan. The iMD platform is utilized by doctors, nurses and pharmacists in clinics, hospitals, pharmacies, infusion clinics and in-home care settings. Learn more at imdhealth.com.

About CloudMD Software & Services

CloudMD is digitizing the delivery of healthcare by providing a patient centric approach, with an emphasis on continuity of care. The Company offers SAAS based health technology solutions to healthcare providers across North America and has developed proprietary technology that delivers quality healthcare through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, educational resources and artificial intelligence (AI). CloudMD currently services a combined ecosystem of over 500 clinics, almost 4000 licensed practitioners and 8 million patient charts across North America.