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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/29/22 Iremedy Healthcare Cos, Inc. 1-A 8:5M Premier Fin’l Fi… LLC/FA |
Document/Exhibit Description Pages Size 1: 1-A Offering Statement -- primary_doc.xml HTML 14K 2: PART II AND III Offering Statement - Parts II and III HTML 2.09M 3: EX1A-2A CHARTER Articles of Incorporation/Organization HTML 83K 4: EX1A-2B BYLAWS Bylaws HTML 119K 5: EX1A-6 MAT CTRCT Material Contract HTML 392K 6: EX1A-6 MAT CTRCT Material Contract HTML 41K 7: EX1A-11 CONSENT Consent of Expert or Counsel HTML 6K 8: EX1A-12 OPN CNSL Opinion of Counsel re: Legality HTML 15K
Exhibit 6.7
C:
Restated and Amended
General Terms and Summary of Structure
This General Terms and Summary of Structure Sheet (the “Term Sheet”) sets forth the Trade Limits and some of the basic terms under which the Client will use the Trade River USA Platform1
Sources
| Buyer First Program | $ | 18,000,000.00 | ||
| Seller First Program | $ | 20,000,000.00 |
TradeRiver USA Facility A
| One Year Facility | Buyer First Program |
| Total Trade Limit | $18,000,000.00 |
| Purpose | Various purchases and services, including but not limited to medical supplies (advance payments and balance payments to the supplier) |
| Funding period | Minimum 30 days, maximum up to 120 days |
| Transaction Fee | A Transaction Fee will be charged in the amount of 4.8% for 30 days, calculated on a per diem basis |
| TradeRiver USA Facility B | |
| One Year Facility | Seller First Program |
| Total Limit | $20,000,000.00 |
| Purpose | To discount invoices in support of the Buyer First Program |
| Funding period | Minimum 5 days, maximum up to 120 days |
| Factor Rate: | 4.8% per 30 days, calculated on a per diem basis |
1 This Term Sheet replaces and supersedes the original Term Sheet by and between the parties.
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| Funding Advance: | 85% of the face value of each eligible invoice amount |
| Collateral: | UCC-1 Financing Statement on all applicable receivables, goods and inventory |
| Contingent Items: | 1. Field Audit from independent quality control contractor acceptable to TRUSA |
| 2. DACA / lockbox setup | |
| 3. End Buyer Portal Audit | |
| 4. Intercreditor Agreement covering the invoices processed within the TRUSA Seller First Program (in case of other secured parties) | |
| 5. Acceptable paydown of any senior secured parties | |
Market Risk
The TradeRiver USA facility is provided for one year from the date of execution of the Buyer’s Agreement and is subject to reassessment, reevaluation, reduction or termination by TRUSA in its sole discretion at any time during this period, subject to TRUSA’s assessment of market conditions and Buyer’s account history.
Buyer First Program
Late Charges, Violation Charges, Default Interest, and Extension Fees.
| Extension Fee | 0.5% flat of Transaction Value will be assessed upon granting of an extension if requested at least one week prior to the due date. Approval of extension is not guaranteed and is based on review of the extension request. |
| Late Charge | 5% of the default Transaction Value will be assessed automatically ten (10) days beyond the Buyer’s due date on Buyer’s payment obligation(s) to TRUSA. |
| ACH Violation Charge | An ACH Violation Charge in the amount of 5% will be charged to Buyer for each unpaid ACH payment request initiated by TRUSA as outlined in the Buyer’s Agreement |
| Default Interest | Default Interest will begin accruing daily after the due date in the amount of 5.5% per month on Buyer’s payment obligations to TRUSA. |
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Ongoing Monitoring/Compliance Requirements
Financial statements to be provided on a quarterly basis within 30 days of quarter end in GAAP format.
AP and AR to be provided on a monthly basis within 15 days of month end.
Bank Statements to be provided on a monthly basis within 15 days of month end. Personal Guaranty by Owners (Anthony Paquin and Gary Paquin)
Continuity Requirement – iRemedy agrees to utilize TRUSA funding for and throughout the complete Operation Warp Speed syringe and needle procurement program, including any extensions, renewals and modifications, and for any other programs involving substantially the same procurement parties. Right of first refusal on any future contracts awarded to iRemedy. Confidentiality Requirement – except as expressly required by United States of America governmental authority or as reasonably required by other parties to the transactions, each party shall safeguard the methods, trade secrets, business and/or competitive strategies and other confidential information of the other party.
You agree to work collectively with TRUSA and our partner to automate where possible, the ongoing collection of company financial and company bank account information.
Failure to comply will result in suspension of the facility until compliance is restored.
Please initial here TP to acknowledge that you have read and understand the requirements.
Transaction Requirements
- No transactions older than 30 days may be processed through the STEPS Platform.
- Transaction description in the STEPS Platform should be as detailed as possible, including
goods/services description, quantities, amounts, serial numbers where applicable.
Please initial here TP to acknowledge that you have read and understand the requirements.
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If there is any conflict between this Term Sheet and the Buyer Agreement, the Buyer Agreement shall control.
Next Steps:
Please sign and return this document in original as well as via Email (.PDF) By signing, you agree to the terms and conditions provided in this document.
Kind regards,
| /s/ Layla A. Hollender | ||
| Layla A. Hollender | President & CEO, TradeRiver USA, Inc. | ||
| For and on behalf of iRemedy Healthcare, Inc. | ||
| /s/ Anthony Paquin | Date 1/5/2021 | |
| Anthony Paquin | President, iRemedy Healthcare, Inc. | ||
Page 4 of 4
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/01/23 Iremedy Healthcare Cos, Inc. 1-A/A 5:4M SEC Filing Solut… LLC/FA 11/04/22 Iremedy Healthcare Cos, Inc. 1-A/A 12:4.5M SEC Filing Solut… LLC/FA |