SIGNATURESJoint Filing Agreement • September 8th, 2005 • Palisade Capital Management LLC/Nj • Services-specialty outpatient facilities, nec
The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto) is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
LOAN AGREEMENT --------------Loan Agreement • September 8th, 2005 • Palisade Capital Management LLC/Nj • Services-specialty outpatient facilities, nec • New York
Exhibit 10.4 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement") is made and entered into as of September 1, 2005, by and among REFAC, a Delaware corporation ("Subordinated Lender"), OPTICARE HEALTH SYSTEMS, INC., a Delaware...Subordination Agreement • September 8th, 2005 • Palisade Capital Management LLC/Nj • Services-specialty outpatient facilities, nec • Maryland
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of March 28, 2003 by and among REFAC, a Delaware corporation (the "Company"), and Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership (the...Stock Purchase Agreement • April 4th, 2003 • Palisade Capital Management LLC/Nj • Patent owners & lessors • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • September 2nd, 2005 • Palisade Capital Management LLC/Nj • Services-specialty outpatient facilities, nec
The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto) is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1 This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein...Joint Filing Agreement • February 13th, 2006 • Palisade Capital Management LLC/Nj • Services-computer programming services
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
JOINT FILING AGREEMENTJoint Filing Agreement • May 30th, 2003 • Palisade Capital Management LLC/Nj • Patent owners & lessors
The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto) is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1 This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein...Joint Filing Agreement • February 12th, 2004 • Palisade Capital Management LLC/Nj • Services-computer programming services
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1 This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein...Joint Filing Agreement • February 13th, 2004 • Palisade Capital Management LLC/Nj • Services-detective, guard & armored car services
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1 This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein...Joint Filing Agreement • November 2nd, 2004 • Palisade Capital Management LLC/Nj • Computer storage devices
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1 This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein...Joint Filing Agreement • February 11th, 2004 • Palisade Capital Management LLC/Nj • Computer storage devices
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
JOINT FILING AGREEMENTJoint Filing Agreement • September 2nd, 2005 • Palisade Capital Management LLC/Nj • Patent owners & lessors
The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto) is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
OPTICARE HEALTH SYSTEMS, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK Issue Date: January 25, 2002 Expiration Date: January 24, 2012Palisade Capital Management LLC/Nj • February 7th, 2002 • Services-specialty outpatient facilities, nec • Delaware
This certifies that, for value received, Palisade Concentrated Equity Partnership, L.P., or its permitted assigns (“Holder”), is entitled to subscribe for Seventeen Million Three Hundred Seventy-Five Thousand (17,375,000) shares of the common stock, $0.001 par value (“Common Stock”), of OPTICARE HEALTH SYSTEMS, INC., a Delaware corporation with its principal offices at 160 Robbins Street, Waterbury, CT 06708 (the “Company”).
RESTRUCTURE AGREEMENTRestructure Agreement • February 7th, 2002 • Palisade Capital Management LLC/Nj • Services-specialty outpatient facilities, nec • New York
Agreement made this 17th day of December, 2001 between PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. ("Palisade"), Dean J. Yimoyines ("Dr. Yimoyines") and OPTICARE HEALTH SYSTEMS, INC. ("OptiCare").
STOCK OPTION CANCELLATION AGREEMENTStock Option Cancellation Agreement • April 26th, 2007 • Palisade Capital Management LLC/Nj • Patent owners & lessors • Delaware
This Stock Option and Warrant Cancellation Agreement (this “Agreement”) is entered into as of this 29th day of March, 2007, by and between ROG Acquisition, Inc., a Delaware corporation (“ROG”), and William A. Schwartz, Jr. (the “Holder”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 26th, 2007 • Palisade Capital Management LLC/Nj • Patent owners & lessors
The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto) is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
STOCK OPTION AND WARRANT CANCELLATION AGREEMENTStock Option and Warrant Cancellation Agreement • April 26th, 2007 • Palisade Capital Management LLC/Nj • Patent owners & lessors • Delaware
This Stock Option and Warrant Cancellation Agreement (this “Agreement”) is entered into as of this 3rd day of April, 2007, by and between ROG Acquisition, Inc., a Delaware corporation (“ROG”), and Dean Yimoyines (the “Holder”).
OPTICARE HEALTH SYSTEMS, INC. PROMISSORY NOTEPalisade Capital Management LLC/Nj • September 8th, 2005 • Services-specialty outpatient facilities, nec
STOCK CONTRIBUTION AGREEMENTStock Contribution Agreement • February 26th, 2007 • Palisade Capital Management LLC/Nj • Patent owners & lessors • Delaware
This STOCK CONTRIBUTION AGREEMENT (this “Agreement”), is made as of February 23, 2007, by and among Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership (“Palisade”), Steven E. Berman, William A. Schwartz, Jr., Dean J. Yimoyines and Linda Yimoyines (collectively, the “Contributing Stockholders”) and ROG Acquisition, Inc., a Delaware corporation (the “Company”).
PROXYPalisade Capital Management LLC/Nj • September 8th, 2005 • Services-specialty outpatient facilities, nec
This proxy is given in furtherance of the Loan Agreement and the Promissory Note being executed today among Refac, OptiCare Health Systems, Inc., a Delaware corporation ("OptiCare") and OptiCare Eye Health Centers, Inc., a Connecticut corporation.
FIRST AMENDMENT TO STOCK CONTRIBUTION AGREEMENTStock Contribution Agreement • April 26th, 2007 • Palisade Capital Management LLC/Nj • Patent owners & lessors
This FIRST AMENDMENT TO STOCK CONTRIBUTION AGREEMENT (this “Amendment”), is made as of April 2, 2007, by and among Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership (“Palisade”), Steven E. Berman, William A. Schwartz, Jr., Dean J. Yimoyines and Linda Yimoyines (collectively, the “Contributing Stockholders”) and ROG Acquisition, Inc., a Delaware corporation (the “Company”). Capitalized terms contained in this Amendment and not otherwise defined herein shall have the meanings set forth in the Contribution Agreement (as defined below).
FIRST AMENDMENT TO RESTRUCTURE AGREEMENTRestructure Agreement • February 7th, 2002 • Palisade Capital Management LLC/Nj • Services-specialty outpatient facilities, nec
THIS FIRST AMENDMENT is made as of the 5th day of January, 2002 by and between PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. ("Palisade"), Dean J. Yimoyines ("Dr. Yimoyines") and OPTICARE HEALTH SYSTEMS, INC. ("OptiCare").
SECOND AMENDMENT TO RESTRUCTURE AGREEMENTRestructure Agreement • February 7th, 2002 • Palisade Capital Management LLC/Nj • Services-specialty outpatient facilities, nec
THIS SECOND AMENDMENT is made as of the 22nd day of January 2002 by and among PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. ("Palisade"), DEAN J. YIMOYINES ("Dr. Yimoyines") and OPTICARE HEALTH SYSTEMS, INC. ("OptiCare").
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • April 26th, 2007 • Palisade Capital Management LLC/Nj • Patent owners & lessors • Delaware
This Stock Option and Warrant Cancellation Agreement (this “Agreement”) is entered into as of this 29th day of March, 2007, by and between ROG Acquisition, Inc., a Delaware corporation (“ROG”), and William A. Schwartz, Jr. (the “Holder”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 26th, 2007 • Palisade Capital Management LLC/Nj • Patent owners & lessors
The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto) is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
