Assure : Termination of Material Agreement Form 8 K

Item 1.02Termination of a Material Definitive Agreement

On June 11, 2024, Assure Holdings Corp. (the "Company") delivered a letter to Danam Health, Inc. ("Danam") pursuant to which the Company terminated that certain Agreement and Plan of Merger dated February 12, 2024 (the "Merger Agreement") with Danam and Assure Merger Corp., a newly formed wholly-owned subsidiary of Assure ("Assure Merger"), pursuant to Section 8.1(b) thereof.

Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by the stockholders of Assure and Danam, Assure Merger would have merged with and into Danam (the "Merger"), with Danam surviving the Merger as a wholly-owned subsidiary of Assure. The material terms of the Merger Agreement were previously disclosed in Item 1.01 of the Company's Current Report on Form 8-K as filed on February 12, 2024, which disclosure is incorporated herein by reference.

Pursuant to Section 8.1(b) of the Merger Agreement, the Company terminated the Merger Agreement based on the Company's assertion of certain misrepresentations by Danam regarding its representations and warranties set form in Article 4 of the Merger Agreement, including but not limited to, its representations regarding its financial condition and ability to complete the Acquisition Transactions, and the Company's assertion that Danam was failing to perform its covenants under the Merger Agreement, including but not limited to its covenant to meet the closing condition to complete the Acquisition Transactions prior to or concurrent with the closing of the Merger and such breaches could not be cured within the time periods set forth in Section 8.1(b) thereof.

As a result of the termination of the Merger Agreement, in addition to reserving its right to seek other remedies, pursuant to Section 8.3(c) of the Merger Agreement, the Company is seeking reimbursement for all of its fees, costs and expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants) in relation to the Merger Agreement and its performance thereunder.