3,198,062 Shares SPECIALTY CARE NETWORK, INC. Common Stock, par value $.001 per share UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • February 6th, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • New York
BACKGROUNDAgreement and Plan of Merger • August 31st, 2000 • Healthgrades Com Inc • Services-offices & clinics of doctors of medicine • Delaware
3,000,000 Shares SPECIALTY CARE NETWORK, INC. Common Stock, par value $.001 per share UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • January 21st, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • New York
REVOLVING LOAN AND SECURITY AGREEMENT DATED AS OF NOVEMBER 1, 1996Specialty Care Network Inc • February 6th, 1997 • Services-offices & clinics of doctors of medicine • Tennessee
SECTION IStock Purchase Agreement • May 15th, 2000 • Healthgrades Com Inc • Services-offices & clinics of doctors of medicine • Delaware
AMENDMENT NO. 4Loan and Security Agreement • March 31st, 2000 • Healthgrades Com Inc • Services-offices & clinics of doctors of medicine • Tennessee
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT HEALTH GRADES, INC., HEALTHCARE RATINGS, INC. AND PROVIDERWEB.NET, INC.Loan and Security Agreement • August 14th, 2002 • Health Grades Inc • Services-offices & clinics of doctors of medicine • Colorado
BY AND AMONGMerger Agreement • October 17th, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Colorado
BY AND AMONGManagement Services Agreement • August 16th, 1999 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Colorado
EXHIBIT 8Confidential Treatment • April 21st, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine
SECTION 1 POSITION AND RESPONSIBILITIESEmployment Agreement • December 16th, 1996 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Colorado
EXHIBIT 10.2 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of February 20, 2004, by and among Health Grades, Inc., (the "Borrower" and sometime referred to as "Health Grades") and Silicon Valley Bank ("Bank"). 1....Loan Modification Agreement • May 17th, 2004 • Health Grades Inc • Services-offices & clinics of doctors of medicine
BY AND AMONGStock Exchange Agreement • December 16th, 1996 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 16th, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Florida
EXHIBIT 10.2.4 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT HEALTH GRADES, INC. TABLE OF CONTENTSLoan and Security Agreement • March 31st, 2005 • Health Grades Inc • Services-offices & clinics of doctors of medicine
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN JAMES E. BAGENSTOSE, M.D., DAVID L. DAVIS, M.D., JOHN J. DUGGAN, M.D., JAMES A. O'NEILL, M.D., DAVID B. STEINER, M.D., ROGER L. TERRY, M.D., MICHAEL J. WIESER, M.D. MARK G. MCDONALD, M.D.Membership Interest Purchase Agreement • September 25th, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Delaware
ASSET EXCHANGE AGREEMENTAsset Exchange Agreement • December 16th, 1996 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Delaware
AMENDMENT NO. 3Revolving Loan and Security Agreement • March 31st, 2000 • Healthgrades Com Inc • Services-offices & clinics of doctors of medicine • Tennessee
BY AND AMONGStock Purchase Agreement • November 15th, 1999 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Colorado
SECTION 1 POSITION AND RESPONSIBILITIESEmployment Agreement • March 31st, 1998 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Colorado
EXHIBIT 10.7.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (the "Amendment") is entered into this 1st day of October, 1997 by and between Specialty Care Network, Inc. ("SCN") and Peter A. Fatinow ("Executive"). WHEREAS,...Employment Agreement • March 31st, 1998 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine
BY AND AMONGRestructure Agreement • August 16th, 1999 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Colorado
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 16th, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Texas
TERM SHEETTerm Sheet • January 21st, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine
TOLoan and Security Agreement • November 15th, 1999 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Tennessee
ARTICLE I DEFINITIONS I.1 Unless otherwise defined herein, any capitalized term contained in this Agreement shall have the meaning as defined in the Service Agreement. 2 ARTICLE II AGREEMENT OF THE PARTIESAgreement • May 6th, 1999 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Colorado
BY AND AMONGMerger Agreement • July 31st, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Colorado
SERVICE AGREEMENT BY AND BETWEEN SPECIALTY CARE NETWORK, INC., RECONSTRUCTIVE ORTHOPAEDIC ASSOCIATES II, P.C.Service Agreement • December 16th, 1996 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Pennsylvania
BY AND AMONGMerger Agreement • September 25th, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Delaware
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2009 • Health Grades Inc • Services-business services, nec • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and HEALTH GRADES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ANDService Agreement • February 6th, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Florida
BY AND AMONGMerger Agreement • September 25th, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Delaware
SERVICE AGREEMENT BY AND BETWEEN SPECIALTY CARE NETWORK, INC., SCN OF PRINCETON, INC., PRINCETON ORTHOPEDIC ASSOCIATES II, P.A.Service Agreement • February 6th, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • New Jersey
Exhibit 10.6.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (the "Amendment") is entered into this 5th day of December, 1997 by and between Specialty Care Network, Inc. ("SCN") and D. Paul Davis ("Executive"). WHEREAS,...Employment Agreement • March 31st, 1998 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 16th, 1997 • Specialty Care Network Inc • Services-offices & clinics of doctors of medicine • Texas
