General Indemnity Agreement (The Hartford) — Case 24-11217-BLS (Doc 390-1, Filed 08/15/24)

Summary

Doc 390-1, filed August 15, 2024 in Case 24-11217-BLS, reproduces surety papers of The Hartford for Vyaire Medical, Inc. The first is a General Indemnity Agreement dated December 15, 2020, under which the indemnitors agree to pay all premiums, to indemnify Hartford against any Loss from underwriting any Bond and, on Hartford's demand, to deposit collateral no later than thirty (30) days after demand. Its signature page names Vyaire Medical, Inc as indemnitor and carries a Minnesota notary acknowledgment. An All Purpose Commercial Surety Application follows for a Wholesaler or Nonresident Wholesaler Surety Bond of $100,000.00, effective 05/01/2018, with the Maryland Board of Pharmacy as obligee and Marsh USA Inc. as producer of record. The papers close with the application's Indemnity Agreement and a California Notice on cancellation fees.

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Full text

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Case 24-11217-BLS Doc 390-1 Filed 08/15/24 Page 2of9

General Indemnity Agreement THE
Commercial HARTFORD

This General Indemnity Agreement (“Agreement”) is made and entered into by the Indemnitors, for themselves and others, in favor of
and as an inducement to Hartford to Underwrite Bonds. Indemnitors represent that each is materially interested in the transaction(s) to
which this Agreement applies. In consideration of Hartford Underwriting Bonds, the undersigned Indemnitors jointly and severally
acknowledge and agree as follows:

Definitions:

l. “Principal” means any person or entity in whose name a Bond is Underwritten and the heirs, successors or assigns, of such
person or entity.

= “Bond” or “Bonds” means any and all contracts of suretyship, guarantees, obligations and undertakings Underwritten: (i) on

behalf of, at the request of, or for the benefit of any Indemnitor; or (ii) for any affiliate, subsidiary, parent, successor, division
or assign of any Indemnitor .

“Indemnitor” or “Indemnitors” means all persons or entities executing this Agreement, their direct and indirect subsidiaries
and affiliates and their respective heirs, successors, assigns and co-venturers, whether now existing or hereafter created.

4. “Hartford” means The Hartford Financial Services Group, Inc. and its insurance company subsidiaries, affiliates, assigns,
successors, divisions, co-sureties and reinsurers.
ef “Loss” means any and all payments and interest theron from the date of payment, including but not limited to, attorney fees,

court costs, and all other fees or costs, made by Hartford: (i) in the belief that it was or may be liable as a consequence of
Underwriting any Bond; (ii) because of the failure of any Indemnitor or Principal to discharge its obligations under any Bond;
(iii) in investigating and responding to any notice, demand, claim, suit, regulatory proceeding or request received by or made
to Hartford; or (iv) in enforcing the terms and obligations of this Agreement.

6. “Underwrite”, °Underwriting” or “Underwritten” shall include all manner of reviewing, furnishing, issuing, procuring,
analyzing, assuming, executing, considering, renewing, extending, altering, modifying, participating in, or continuing any
Bond.

Promises and Agreements:

L; Indemnitors shall timely pay all premiums.

2: Indemnitors shall indemnify, hold harmless and exonerate Hartford from and against any and all Loss claims, demands,

liabilities, expenses, suits, orders, judgments, or causes of action arising out of or related to underwriting any Bond.

The Indemnitors’ obligations under this Agreement shall not be impaired by, Hartford shall incur no liability on account of,

and the Indemnitors waive notice of: (i) Hartford’s failure or refusal to Underwrite any Bond; or (ii) Hartford’s consent or

failure to consent to changes or modifications in any of the terms or provisions of any Bond; or (iii) the taking, failing to take,
or releasing of any security, collateral, assignments, and the like; or (iv) the release by Hartford of any of the Indemnitors; or

(v) information which may come to the attention of Hartford which affects or might affect its rights and liabilities or the rights

and liabilities of any Principal or Indemnitor; or (vi) the dissolution or change in ownership of the entity on whose behalf any

Bond(s) were Underwritten; or (vii) Hartford settling any claim.

4. On Hartford’s demand, the Indemnitors shall immediately, but no later than thirty (30) days after demand, deposit with

Hartford collateral in form, amount and value acceptable to Hartford. Hartford may, in its sole discretion, demand collateral

under this provision regardless of whether any Claim has been made, any Default has occurred or any Loss has been incurred.

Hartford shall have no duty to invest or pay interest on any collateral. Said collateral may be used by Hartford in its sole

discretion at any time without notice to the Indemnitors to accomplish the purposes of this Agreement.

Hartford has the right to adjust, settle, pay or compromise any claim, demand, suit, order or judgment upon any Bond(s).

6. Indemnitors shall fully cooperate with Hartford until such time as Hartford is discharged from all liability under all Bond(s),
and recovers all Loss. Hartford shall have the right of access to, and the right to copy books, records, documents or other
information deemed necessary by Hartford.

7. This is a continuous agreement and is in addition to and supplements any previous or subsequent agreements. The exclusive

means by which any Indemnitor can terminate the obligations of this Agreement is to give Hartford written notice of

termination by certified or registered mail or overnight delivery to: The Hartford, Bond Department, One Hartford Plaza,

Hartford, Connecticut 06155. Termination shall be effective not less than thirty (30) days after actual receipt of the notice by

Hartford. Said termination shall not release the terminating Indemnitor from obligations under this Agreement for Bonds

Underwritten prior to the effective date of termination.

No oral or verbal change or modification to this Agreement shall be effective.

9. A duplicate, facsimile copy, digital or electronic reproduction of this Agreement, however stored, shall have the same force
and effect as the original.

Hartford GIA Short Form Demand.docx Page |
Case 24-11217-BLS Doc 390-1 Filed 08/15/24 Page 3of9

10. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together
shall constitute one Agreement. Minor defects in the execution of this Agreement and / or the lack of signature shall not be
deemed to make the Agreement unenforceable as to any Indemnitor executing the Agreement.

General Indemnity Agreement

Signature Page

Each of the undersigned affirms to Hartford that he or she has read and understands this Agreement and understands the transaction(s)
to which this Agreement applies. Each of the undersigned hereby represents, warrants and affirms to Hartford that he or she is aware of
all the documents which establish the rights and govern the affairs and authority of the entity on whose behalf he or she signs this
Agreement and is duly authorized and empowered by the entity for which he or she signs to execute this Agreement, to affix the
corporate seal to such Agreement and to bind the entity to all of the obligations, terms and conditions of this Agreement.

Dated: December 15, 2020

ATTEST: INDEMNITOR:
Vyaire Medical, Inc, a
Amy Chase-Boylan Kevin M. Klespe~
Title: Corporate Governance a Title: Executive Vice President, Chief Legal Officer
ACKNOWLEDGMENT

County of Hennepirr

On the Find ’ day of LDexe mbe~__.20 AC, before me, ary VLA ‘ NM OO €. , personally appeared

(Name of Notary Public)

fe V/Y7 W/ ‘ Ke rZ who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of this state that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Registration Number Notary Public (signattire)

TINA M. MOORE

Notary Public-Minnesota
My Commission Expires Jan 31, 2023

(SEAL) My commission expires the F/ day of , Mantis, , 20 £3

Hartford GIA Short Form Demand.docx Page 2
Case 24-11217-BLS Doc 390-1 Filed 08/15/24 Page5of9

All Purpose

Commercial Surety Application

THE
HARTFORD

For all business complete page 1 of this application in its entirety.
Complete Section 2 — 7 for the appropriate bond category indicated in General Information section below.

| General Information Questions }

Application is being made for which one of these bond categories? (*Fill out section indicated.)

[¥] License & Permit or Miscellaneous —*Sec.2 [_] Lost Instrument (Include completed (_] Public Official — *Sec. 4
Affidavit) — *Sec. 3
(-] Fiduciary (Probate) — *Sec. 5 () Receiver or Bankruptcy Trustee — *Sec. 6 (_] Court: Judicial — *Sec. 7

Type of Bond (describe purpose) Wholesaler or Nonresident Wholesaler Surety Bond
(Attach a copy of the bond form, if available)

PRODUCER OF RECORD (required): Marsh USA Inc. - Chicago

Agency Name: Marsh USA Inc.

RO/Agency Code: Sub Producer Code: Bond Number:
Agency City: Chicago Agency State: lilinois
Bond Amount: $ 100,000.00 Effective Date of Bond: 05/01/2018 Bond Term, if known: Annua!

# of years

Applicant is: (select one) [) Individual [[) Partnership [Y] C-Corp [] scop [J LLC [J

Applicant (Principal): Vyaire Medical Inc.
Name to appear on Bond, if different from Applicant:

Applicant’s Address: 26125 N. Riverwoods Bivd., Mettawa, IL 60045
Applicant’s Business Description or Latest Occupation: Respiratory care manufacturer

Number of Years in Business: { A
Business Phone: “Q {2.1 > I~ ON] Fax No.: Email:

Obligee — party requiring the bond (required): Maryland Board of Pharmacy

Obligee Address: 4201 Patterson Avenue, Baltimore, MD 21215

Billing Method: Agency Bill [] Direct Billed — full payment [1] Direct Bill TABS Account
TABS Account No.:

Billing Address, if different from Applicant’s Address:

| 1 | General Underwriting Questions |
(required for all Applicants)

Does the Applicant have any other Surety bonds in force? B No [] Yes
Has another Surety company declined to write this or any previous bond? No [] Yes
Have you ever had a bond involuntarily terminated or cancelled? pA No [] Yes
Has there ever been a claim or legal action against any bond executed on your behalf ? No [1] Yes
Do you or any of your companies have any pending lawsuits, unsatisfied judgments or liens? No f& Yes
Have you or any of your companies declared bankruptcy or become insolvent? FL No [FI Yes
Have you or any of your companies been the subject of any legal or administrative proceedings resulting in

disciplinary action? Ba No [1] Yes
Have you ever been convicted of a felony? [Fl] No [J Yes

(If you answered Yes to any of the above questions, please attach a detailed explanation.)

CS - Rev 05/09/2012-0
1Step Form /APP2943
Case 24-11217-BLS Doc 390-1 Filed 08/15/24 Page 6of9

2 | | License, Permit and Miscellaneous Bonds |
Has the Applicant continuously been in business under the current name and ownership for at least 3 years?
Does the bond guarantee the performance of a specific contract or agreement?
If Yes, attach a copy of the contract or agreement.
Does the bond cover any type of environmental or pollution exposure?
Does the bond guarantee the payment of taxes, fees, wages or payment of any type?

No Yes

copy attached
[J No [ALYes

3 j Lost Instrument Bonds |

Description of the lost instrument or security:

Present Market Value Isthe Bond: [|_| Open Penalty or [] Fixed Penalty

In whose name are the instruments or securities registered:

Have the instruments or securities been endorsed?
Have the instruments or securities been assigned to another party?
Are the lost instruments or securities in bearer form?
Has Notice of Loss been given?
If Yes, to whom?

[|] No lI Yes
[1 No [_] Yes
[i No I] Yes
[| No [] Yes

Date:

Has a Stop Notice been issued?

Please complete an Affidavit.

[_] copy attached

Have you held this position before?
If Yes, when?

4 | | Public Official Bonds |
Elected [] Appointed Position Title
Effective Date: Expiration of Term: or (_] Term is indefinite

If you have not held this position previously and the bond amount is greater than $100,000,
attach a copy of your resume.

Do you or your subordinates handle money or securities?
If so, how much is handled annually?
Does an external CPA annually audit the financial accounts and fund balances?
If the bond amount is greater than $250,000, provide a copy of latest fiscal year-end statement

[_] copy attached
[_TiNo [] Yes

T] No Yes

copy attached

Total number of employees you directly or indirectly supervise:

5 | Fiduciary Bonds

Applicant’s Age: Applicant’s Net Worth:
How long have you been with your current employer? Active or retired?
Date of your appointment: Name of Estate:

What is your relationship (personal and/or financial) with the deceased/incompetent/minor/beneficiary?
Are you indebted to the estate of the deceased/incompetent/minor/beneficiary?
If Yes, in what amount and what are the terms of repayment:

ir No [1 Yes

Attorney’s name and address:

Court jurisdiction (Obligee) in which bond will be filed:

Is there an ongoing business?
If Yes, provide details:

Inventory of the Assets: Cash: Securities: Real Estate:

Other:

Name of Heirs/Beneficiaries Age - Relationship to the deceased Share of the Estate

Residence (state)

Attach a copy of the Will, Trust or Court Order for ALL bonds greater than or equal to $100,000.

CS — Rev 05/09/2012-0
1Step Form /APP2943
Case 24-11217-BLS Doc 390-1 Filed 08/15/24 Page 7 of 9

5a | Complete for Administrator, Executor, Personal Representatives, etc. iE

Date of Death:

Is the estate insolvent? [-TNo [J Yes

Are there any disputes among the heirs? No {]| Yes

| 5b | i Complete for Guardianship, Conservatorship, Trustee, etc. |

This is in regardto a: [_] Minor and/or [_] Incompetent [] Beneficiary Age:

Where does minor/incompetent reside?

Will any assets be under court restrictions? ["] No [ | Yes
If Yes, provide details:

Will joint control be used to restrict expenditures or distributions of assets? [1 No [ } Yes

Will professional accounting, investment or legal services be provided on an ongoing basis? [~] No [] Yes

Does the presiding court require that an annual accounting be filed? [No F] Yes

Is the estimated duration of the bond anticipated to be longer than 3 years? {| No [| Yes

6 | | Receiver, Bankruptcy Trustee, Assignee Bonds |

Debtor:

Address:

Type of Action: [| Liquidation (| Reorganization [ | Receiver of Rents | | Other

Do you carry Fidelity coverage? [1 No [1] Yes
If Yes, in what amount? Carrier:

Do you carry Professional Liability or E & O coverage? [| No {| Yes
If Yes, in what amount? Carrier:

Attach copy of Court Order, Judgment and/or other documents

[_] Copies attached

7 | | Court: Judicial Bonds |
Judgment / Claim Amount:

Type of Action:

Case Number: Court Jurisdiction:

Attorney’s name and address:

Summary of the Action:

Does the case involve a domestic dispute?
Attach a copy of Court Order, Judgment and/or other supporting documents.

| |No [_] Yes
[_] Copies attached

CS — Rev 05/09/2012-0
1Step Form /APP2943
Case 24-11217-BLS Doc 390-1 Filed 08/15/24 Page 8of9

Indemnity Agreement
The undersigned Applicant and Indemnitor(s), (all hereinafter called the Indemnitor(s)) hereby certify that the foregoing declarations made
and answers given are the truth without reservation, and are made for the purpose of inducing the Surety to execute a certain bond or
undertaking herein applied for, and any renewal, procurement, assumption, continuation or increase of the same, or any bond of similar
nature given in substitution or renewal thereof (all comprehended in the word “bond” or “undertaking” as herein used),

Indemnitor(s) hereby expressly authorize Hartford to access its credit records and to make such pertinent inquiries as may be necessary from
third party sources for the following purposes: (a) To verify information supplied to Hartford; (b) For underwriting purposes; and (c) Upon
receipt of a notice of claim or potential claim, for debt collection. Hartford may furnish copies of any and all statements, agreements, and
financial statements and any information, which it now has or may hereafter obtain concerning each of the Indemnitors, to other persons or
companies for the purpose of procuring co-suretyship or reinsurance.

If Hartford Fire Insurance Company, Hartford Plaza, Hartford, CT 06115, itself or any of its affiliates, parent, subsidiaries, co-sureties, or re-
insurers, (individually and collectively called “Hartford”), as Surety, shall execute or procure the execution of the bond or undertaking
hereinbefore applied for, which bond and application are hereby referred to and made a part of this agreement, the undersigned, in
consideration thereof, jointly and severally covenant and agree with Hartford as follows:

Indemnitor(s) shall pay the premiums and renewal premiums for each bond issued hereunder, until Hartford has received written legal
evidence, satisfactory to Hartford, in its sole discretion, of its discharge from all such bonds and all liability related thereto.

Indemnitor(s) agree to indemnify Hartford and save it harmless from any and all loss and expense of whatsoever kind or nature, including,
but not limited to interest, court costs, attorney fees, incurred by Hartford in connection with or by reason of furnishing any bond hereunder.
The undersigned Indemnitor(s) hereby agree to deposit upon demand with Hartford an amount sufficient to discharge any claim or any such
bond, which deposit may be held by Hartford as collateral security against any loss or cost on this bond.

Indemnitors agree that any Obligee on any bond written pursuant to this Agreement is specifically authorized and requested to disclose any
and all information, including providing copies of documents, whether deemed confidential or not, requested by the Surety in it’s
investigation of any claim. The indemnitors irrevocably appoint Hartford as their Attorney in Fact with the right but not the obligation to
exercise its rights and execute or deliver any document in the name of the indemnitor deemed necessary to carry out the intent and purpose
of this paragraph.

A facsimile signature of this document shall be deemed an original signature for any and all purposes.

IT IS A CRIME TO KNOWINGLY PROVIDE FALSE, INCOMPLETE OR MISLEADING INFORMATION TO AN INSURANCE COMPANY FOR THE
PURPOSE OF DEFRAUDING THE COMPANY, PENALTIES MAY INCLUDE IMPRISONMENT, FINES AND DENIAL OF BENEFITS.

WITNESS the following signature(s) and seal(s) this[|774_|day of |APRIL ite
If Indemnitor is a PARTNERSHIP , CORPORATION or LLC:

Look here to see who can sign |Vyaire Medical Inc. WN0 SEAL.
Name of Firm/Corporation
Witness signature: (Seal)
¢ Print Above Name Here: Apyyjpy K/enZ
LOL e Title (Print): Z

Print Above Name Here

If Indemnitor is: i Individual (need Social Security) [~] 3rd-Party Individual (need Social Security) [~]3rd-Party Company (need FEIN)

Witness signature: Indemnitor signature;

Print Name Above Print Name, Title, Social Security or FEIN # of above

If Indemnitor is: individual (need Social Security) LTaed:Party Individual (need Social Security) [lara-Party Company (need FEIN)
Witness signature: Indemnitor signature:

Print Name Above Print Name, Title, Social Security or FEIN # of above

If Indemnitor is: iM Individual (need Social Security) CI 3rd-Party Individual (need Social Security) [lara-party Company (need FEIN)
Witness signature: Indemnitor signature:

Print Name Above Print Name, Title, Social Security or FEIN # of above

| Reminder — Please make sure the application has been SIGNED, WITNESSED and DATED in the appropriate areas.
Case 24-11217-BLS Doc 390-1 Filed 08/15/24 Page 9of9

CALIFORNIA NOTICE

California Notice: The Harford may charge a fee if this bond or policy is cancelled before
the end of its term. The fee can range between 5% to 100% of the pro rata unearned
premium. Please refer to the terms and conditions stated in the policy or bond. This
notice does not apply to cancellations initiated by The Hartford.

HR 04 HO51 00 1211


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