HC Innovations, Inc. Sample Contracts

HC Innovations, Inc. – GUARANTEE AND SECURITY AGREEMENT made by HC INNOVATIONS, INC. and its Subsidiaries in favor of BRAHMA FINANCE (BVI) LIMITED as Secured Party Dated as of October 19, 2009 (October 22nd, 2009)

GUARANTEE AND SECURITY AGREEMENT, dated as of October 19, 2009, among HC Innovations, Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company identified herein (the Company, such Subsidiaries and any other entity that may become a party hereto pursuant to Section 9.15, together, the “Grantors”), and Brahma Finance (BVI) Limited, a company organized under the laws of the British Virgin Islands (the “Secured Party”).

HC Innovations, Inc. – HC INNOVATIONS, INC. SENIOR SECURED NOTE (October 22nd, 2009)

This 12% Senior Secured Note (the “Note”), dated October 19, 2009, is issued by HC Innovations, Inc., a Delaware corporation (the “Company”), to Brahma Finance (BVI) Limited (the “Holder”).

HC Innovations, Inc. – WAIVER TO SECURITIES AMENDMENT AND PURCHASE AGREEMENT (October 22nd, 2009)

THIS WAIVER TO SECURITIES AMENDMENT AND PURCHASE AGREEMENT (this “Waiver”) is entered into as of October 19, 2009 by and among HC INNOVATIONS, INC., a Delaware corporation (the “Company”), and the NOTEHOLDERS identified on the signature pages hereto (each, a “Noteholder” and collectively, the “Noteholders”).

HC Innovations, Inc. – SUBORDINATION AGREEMENT (October 22nd, 2009)

This Subordination Agreement is entered into among the signatories hereto (the “Subordinating Note Holders”) on this 19th day of October 2009.

HC Innovations, Inc. – GUARANTEE AND AMENDED AND RESTATED SECURITY AGREEMENT made by HC INNOVATIONS, INC. and its Subsidiaries in favor of the Noteholders Identified Herein and Pacific Aerie Holding LLC as Agent Dated as of December 23, 2008 (August 14th, 2009)

GUARANTEE AND AMENDED AND RESTATED SECURITY AGREEMENT, dated as of December 23, 2008, among HC Innovations, Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company identified herein (the Company, such Subsidiaries and any other entity that may become a party hereto pursuant to Section 9.15, together, the “Grantors”), the holders of the Amended Notes identified on Annex 1 hereto and those individuals and entities who may become holders of such Amended Notes from time to time (the “Noteholders”), and Pacific Aerie Holding LLC, as Collateral Agent (in such capacity, the “Collateral Agent”) (the Noteholders, such individuals and entities and the Collateral Agent, together, the “Secured Parties”).

HC Innovations, Inc. – LINE OF CREDIT AGREEMENT (August 14th, 2009)

This Line of Credit Agreement (this “Agreement”) is made and entered into effective as of March 12, 2009 (the “Effective Date”) by and among HC Innovations, Inc., a Delaware corporation (the “Borrower”) and The Kenneth D. Lamé Living Trust, Welwyn Management Company and Brahma Finance (BVI) Limited (collectively, the “Lenders”).

HC Innovations, Inc. – Registration Rights Agreement dated as of December 23, 2008 among HC Innovations, Inc., the Subsidiary Guarantors Listed Herein and the Noteholders Listed Herein (August 14th, 2009)

This Agreement is dated as of December 23, 2008, between HC Innovations, Inc., a Delaware corporation (and any successors thereto, the “Company”), the Subsidiary Guarantors listed herein and the Holders (as defined below).

HC Innovations, Inc. – SECURITIES AMENDMENT AND PURCHASE AGREEMENT DATED AS OF DECEMBER 23, 2008 by and among HC INNOVATIONS, INC. and THE NOTEHOLDERS IDENTIFIED HEREIN (August 14th, 2009)

THIS SECURITIES AMENDMENT AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2008 by and among HC INNOVATIONS, INC., a Delaware corporation (the “Company”), and the parties identified on Annex I hereto (each, a “Noteholder” and, collectively, the “Noteholders”).

HC Innovations, Inc. – THESE SECURITIES HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. (August 10th, 2009)

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 4, 2009, by and between HC Innovations, Inc., a Delaware corporation (the “Company”), and Brahma Finance (BVI) Limited, a company organized under the laws of the British Virgin Islands (the “Purchaser” and together with the Company, the “Parties”).

HC Innovations, Inc. – STANDBY PURCHASE AGREEMENT (August 10th, 2009)

THIS STANDBY PURCHASE AGREEMENT (this “Agreement” or this “Standby Purchase Agreement”) is made and entered into as of August 4, 2009, by and between HC Innovations, Inc., a Delaware corporation (the “Company”), and Brahma Finance (BVI) Limited, a company organized under the laws of the British Virgin Islands (the “Standby Purchaser”).

HC Innovations, Inc. – AMENDMENT NO. 2 TO LINE OF CREDIT AGREEMENT (August 10th, 2009)

THIS AMENDMENT NO. 2 TO LINE OF CREDIT AGREEMENT (this “Amendment”) is entered into as of August 4, 2009 by and among HC INNOVATIONS, INC., a Delaware corporation (the “Borrower”) and the LENDERS identified on the signature pages hereto (each, a “Lender” and collectively, the “Lenders”).

HC Innovations, Inc. – Agreement and General Release (July 29th, 2009)

Brett Cohen, of 135 Perkins Street, Jamaica Plain, Massachusetts 02130 (hereinafter “Releasor”) in return for good and valuable consideration, enters into the following Agreement and General Release (the “Agreement” or “Release”) with HC Innovations, Inc. (hereinafter the “Company”):

HC Innovations, Inc. – LINE OF CREDIT AGREEMENT (July 20th, 2009)

This Line of Credit Agreement (this “Agreement”) is made and entered into effective as of March 12, 2009 (the “Effective Date”) by and among HC Innovations, Inc., a Delaware corporation (the “Borrower”) and The Kenneth D. Lamé Living Trust, Welwyn Management Company and Brahma Finance (BVI) Limited (collectively, the “Lenders”).

HC Innovations, Inc. – GUARANTEE AND AMENDED AND RESTATED SECURITY AGREEMENT made by HC INNOVATIONS, INC. and its Subsidiaries in favor of the Noteholders Identified Herein and Pacific Aerie Holding LLC as Agent Dated as of December 23, 2008 (July 20th, 2009)

GUARANTEE AND AMENDED AND RESTATED SECURITY AGREEMENT, dated as of December 23, 2008, among HC Innovations, Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company identified herein (the Company, such Subsidiaries and any other entity that may become a party hereto pursuant to Section 9.15, together, the “Grantors”), the holders of the Amended Notes identified on Annex 1 hereto and those individuals and entities who may become holders of such Amended Notes from time to time (the “Noteholders”), and Pacific Aerie Holding LLC, as Collateral Agent (in such capacity, the “Collateral Agent”) (the Noteholders, such individuals and entities and the Collateral Agent, together, the “Secured Parties”).

HC Innovations, Inc. – SECURITIES AMENDMENT AND PURCHASE AGREEMENT DATED AS OF DECEMBER 23, 2008 by and among HC INNOVATIONS, INC. and THE NOTEHOLDERS IDENTIFIED HEREIN (July 20th, 2009)

THIS SECURITIES AMENDMENT AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2008 by and among HC INNOVATIONS, INC., a Delaware corporation (the “Company”), and the parties identified on Annex I hereto (each, a “Noteholder” and, collectively, the “Noteholders”).

HC Innovations, Inc. – Registration Rights Agreement dated as of December 23, 2008 among HC Innovations, Inc., the Subsidiary Guarantors Listed Herein and the Noteholders Listed Herein (July 20th, 2009)

This Agreement is dated as of December 23, 2008, between HC Innovations, Inc., a Delaware corporation (and any successors thereto, the “Company”), the Subsidiary Guarantors listed herein and the Holders (as defined below).

HC Innovations, Inc. – VENDOR SERVICES AGREEMENT (Enhanced Care Initiatives) (July 16th, 2009)

This Vendor Services Agreement including all Attachments hereto (as the same may be amended, modified or supplemented, the “Agreement”) is entered into this 9th day of July, 2009, by and between ENHANCED CARE INITIATIVES (“Vendor”) and Touchstone Health HMO, Inc. (“HMO”), a health maintenance organization licensed pursuant to Article 44 of the New York State Public Health Law, and is effective as of the date of its execution by HMO (“Effective Date”).

HC Innovations, Inc. – AMENDMENT NO. 1 TO LINE OF CREDIT AGREEMENT (June 1st, 2009)

THIS AMENDMENT NO. 1 TO LINE OF CREDIT AGREEMENT (this "Amendment") is entered into as of May 28, 2009 by and among HC INNOVATIONS, INC., a Delaware corporation (the "Borrower") and the LENDERS identified on the signature pages hereto (each, a "Lender" and collectively, the "Lenders").

HC Innovations, Inc. – HC Innovations, Inc. Employment Agreement for Brett Cohen (February 25th, 2009)

This EMPLOYMENT AGREEMENT is made, entered into on February 9, 2009, and is effective as of April 1, 2008 (herein referred to as the “Effective Date”), by and between HC Innovations, Inc. (“Company”), a corporation having its principal offices in Shelton, Connecticut and Brett Cohen (“Executive”).

HC Innovations, Inc. – HC Innovations, Inc. Employment Agreement for Tina Bartelmay (February 25th, 2009)

This EMPLOYMENT AGREEMENT is made, entered into on February 9, 2009, and is effective as of April 1, 2008 (herein referred to as the “Effective Date”), by and between HC Innovations, Inc. (“Company”), a corporation having its principal offices in Shelton, Connecticut and Tina Bartelmay (“Executive”).

HC Innovations, Inc. – HC INNOVATIONS, INC. AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE (December 31st, 2008)

This Amended and Restated Senior Secured Convertible Note (the “Note”), dated _____________, 2007, constitutes an amendment and restatement of that certain Senior Secured Convertible Note originally issued by HC Innovations, Inc., a Delaware corporation (the “Company”), to [__________________] (the “Holder”).

HC Innovations, Inc. – Registration Rights Agreement dated as of December 23, 2008 among HC Innovations, Inc., the Subsidiary Guarantors Listed Herein and the Noteholders Listed Herein (December 31st, 2008)

This Agreement is dated as of December 23, 2008, between HC Innovations, Inc., a Delaware corporation (and any successors thereto, the “Company”), the Subsidiary Guarantors listed herein and the Holders (as defined below).

HC Innovations, Inc. – HC INNOVATIONS, INC. WARRANT TO PURCHASE COMMON STOCK (December 31st, 2008)

HC Innovations, Inc., a corporation organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [_____________], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after May 31, 2009, but not after 11:59 p.m., New York time, on May 31, 2014 (the “Expiration Date”) fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). This Warrant is one of the Warrants (collectively, the “Warrants”) to purchase Common Stock issued pursuant to that certain Securities Amendment and Purchase Agreement, da

HC Innovations, Inc. – GUARANTEE AND AMENDED AND RESTATED SECURITY AGREEMENT made by HC INNOVATIONS, INC. and its Subsidiaries in favor of the Noteholders Identified Herein and Pacific Aerie Holding LLC as Agent Dated as of December 23, 2008 (December 31st, 2008)

GUARANTEE AND AMENDED AND RESTATED SECURITY AGREEMENT, dated as of December 23, 2008, among HC Innovations, Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company identified herein (the Company, such Subsidiaries and any other entity that may become a party hereto pursuant to Section 9.15, together, the “Grantors”), the holders of the Amended Notes identified on Annex 1 hereto and those individuals and entities who may become holders of such Amended Notes from time to time (the “Noteholders”), and Pacific Aerie Holding LLC, as Collateral Agent (in such capacity, the “Collateral Agent”) (the Noteholders, such individuals and entities and the Collateral Agent, together, the “Secured Parties”).

HC Innovations, Inc. – SECURITIES AMENDMENT AND PURCHASE AGREEMENT DATED AS OF DECEMBER 23, 2008 by and among HC INNOVATIONS, INC. and THE NOTEHOLDERS IDENTIFIED HEREIN (December 31st, 2008)

THIS SECURITIES AMENDMENT AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2008 by and among HC INNOVATIONS, INC., a Delaware corporation (the “Company”), and the parties identified on Annex I hereto (each, a “Noteholder” and, collectively, the “Noteholders”).

HC Innovations, Inc. – HC Innovations, Inc. November 26, 2008 Binding Term Sheet Senior Secured Notes (December 3rd, 2008)

Extension of maturity of US$8M existing senior secured notes (the “Notes”) to include accrued interest and unpaid fees (if any), plus funding of approximately $250,000 to repay existing bank indebtedness (as set forth in “Basic Terms and Conditions (i)” below).

HC Innovations, Inc. – HC Innovations, Inc. Employment Agreement for Scott Walker (October 21st, 2008)

This EMPLOYMENT AGREEMENT is made and entered into as of October 6th , 2008 and shall be effective on October 8, 2004 (herein referred to as the “Effective Date”), by and between HC Innovations, Inc. (“Company”), a corporation having its principal offices in Shelton, Connecticut and Scott Walker (“Executive”).

HC Innovations, Inc. – News Release HC Innovations Wishes James Bigl Continued Success (September 12th, 2008)

SHELTON, Conn., September 10, 2008, (BUSINESS WIRE) -- HC Innovations, Inc. (OTCBB: HCNV, http://www.hcinnovationsinc.com), a specialty care management company providing high-touch services to patients with complex medical needs, while producing cost savings for HMOs, nursing homes, and insurance companies, announces that Jim Bigl is stepping down from the Board of Directors. Mr Bigl’s decision was based on potential conflicts of interest.

HC Innovations, Inc. – SEPARATION AGREEMENT (December 20th, 2007)
HC Innovations, Inc. – CONVERTIBLE NOTE OR THE SECURITIES ISSUABLE UPON ITS CONVERSION, IF ANY, MAY BE (December 10th, 2007)
HC Innovations, Inc. – REGISTRATION RIGHTS AGREEMENT (December 10th, 2007)
HC Innovations, Inc. – SECURITY AGREEMENT (December 10th, 2007)
HC Innovations, Inc. – SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SECURITIES (December 10th, 2007)
HC Innovations, Inc. – OR DISTRIBUTION THEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE (December 10th, 2007)
HC Innovations, Inc. – CORPORATE GUARANTY (December 10th, 2007)