Ohio Medical Guarantee

Ohio Medical Guarantee. The Company's guarantee of payment to the holders of shares of Series B Preferred Equity of Ohio Medical Corporation, a Delaware corporation ('Ohio Medical'), of (i) the $19,000,000 original aggregate purchase price of such shares, (ii) the cumulative dividends to which such shares are entitled pursuant to the Amended and Restated Certificate of Incorporation of Ohio Medical, (iii) indemnification amounts to which any holder of Series B Preferred Equity is entitled for any out-of-pocket costs... or expenses arising from any third-party claim against such holder or from the enforcement of the Guaranty, dated as of November 30, 2011, executed by the Company in favor of the holders of Series B Preferred Equity (the 'Guaranty') pursuant to Section 6.13(a) of the Series B Preferred Equity Purchase Agreement dated as of November 30, 2011 between Ohio Medical and the holders of Series B Preferred Equity, and (iv) certain interest that will accrue under the Guaranty on any payment required by the Company under the Guaranty in the event that such payment is more than 30 days overdue because the Company is restricted from making such payment for reasons described in the Guaranty (such interest being referred to in the Guaranty as the 'Guarantor Premium') View More