Exhibit 10.4 SECURITY AGREEMENT SECURITY AGREEMENT (this "AGREEMENT"), dated as of November [ ], 2007, by and among HC Innovations, Inc., a Delaware corporation (the "COMPANY"), and the secured parties signatory hereto and their respective endorsees,...Security Agreement • December 10th, 2007 • HC Innovations, Inc. • Services-health services • Delaware
Exhibit 10.1 HC INNOVATIONS, INC. SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SECURITIES HC INNOVATIONS, INC., a Delaware corporation (the "COMPANY"), is offering (this "OFFERING") for sale to "ACCREDITED INVESTORS" as the term is defined under...Subscription Agreement • December 10th, 2007 • HC Innovations, Inc. • Services-health services • New York
Exhibit 10.3 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR...HC Innovations, Inc. • December 10th, 2007 • Services-health services
RECITALSSeparation Agreement • December 20th, 2007 • HC Innovations, Inc. • Services-health services • Connecticut
BETWEENSublease Agreement • August 24th, 2006 • HC Innovations, Inc.
Exhibit 10.6 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR...HC Innovations, Inc. • December 13th, 2006 • Services-health services
Exhibit 2.1 STOCK ACQUISITION AGREEMENT Agreement dated as of the 11th day of May 2006 by and among, Ayre Holdings, Inc., a Delaware corporation, with an address at 648 Main Street, Agawam, MA 01001 ("Ayre"), Timothy A. Ayre ("Timothy"), Anthony Ayre...Stock Acquisition Agreement • August 24th, 2006 • HC Innovations, Inc.
Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of November __, 2007 by and between HC INNOVATIONS, INC., a Delaware corporation (the...Registration Rights Agreement • December 10th, 2007 • HC Innovations, Inc. • Services-health services • Delaware
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of May 22, 2007 by and between HC INNOVATIONS, INC., a Delaware corporation (the "COMPANY"), and ______________ (the "HOLDER"). All...Registration Rights Agreement • May 31st, 2007 • HC Innovations, Inc. • Services-health services • Delaware
Registration Rights Agreement dated as of December 23, 2008 among HC Innovations, Inc., the Subsidiary Guarantors Listed Herein and the Noteholders Listed HereinRegistration Rights Agreement • August 14th, 2009 • HC Innovations, Inc. • Services-health services • New York
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).
Exhibit 10.5 CORPORATE GUARANTY ------------------ This CORPORATE GUARANTY (this "GUARANTY"), is made this __ day of November, 2007, by the entities listed on Schedule I, individually and collectively, jointly and severally, the "GUARANTOR") in favor...Corporate Guaranty • December 10th, 2007 • HC Innovations, Inc. • Services-health services • Delaware
HC Innovations, Inc. Employment Agreement for Brett CohenEmployment Agreement • February 25th, 2009 • HC Innovations, Inc. • Services-health services • Connecticut
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”).
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, 2008Security Agreement • August 14th, 2009 • HC Innovations, Inc. • Services-health services • New York
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”).
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of _________, 2005 by and among HC INNOVATIONS, INC., a Delaware corporation (the "COMPANY"), and the persons and entities who...Registration Rights Agreement • August 24th, 2006 • HC Innovations, Inc. • Delaware
SECURITIES AMENDMENT AND PURCHASE AGREEMENT DATED AS OF DECEMBER 23, 2008 by and among HC INNOVATIONS, INC. and THE NOTEHOLDERS IDENTIFIED HEREINSecurities Amendment and Purchase Agreement • August 14th, 2009 • HC Innovations, Inc. • Services-health services • New York
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”).
WAIVER TO SECURITIES AMENDMENT AND PURCHASE AGREEMENTSecurities Amendment and Purchase Agreement • October 22nd, 2009 • HC Innovations, Inc. • Services-health services • New York
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”).
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, 2009Guarantee and Security Agreement • October 22nd, 2009 • HC Innovations, Inc. • Services-health services • New York
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”).
June 30, 2009 Dr. David Chess Enhanced Care Initiatives, Inc. Six Corporate Drive, Suite 420 Shelton, CT 06484 RE: Care Management Services Agreement Dear David:Care Management Services Agreement • July 8th, 2009 • HC Innovations, Inc. • Services-health services
Reference is hereby made to the Care Management Services Agreement, dated as of October 1, 2007 (the “Agreement”) between Texas HealthSpring, LLC, HealthSpring of Tennessee, Inc., and Enhanced Care Initiatives, Inc. (ECI) as supplemented by that certain Supplemental Agreement dated January 1, 2008 between ECI and HealthSpring of Alabama, Inc., as further amended by that Amendment to Care Management Services dated October 1, 2008.
VENDOR SERVICES AGREEMENT (Enhanced Care Initiatives)Vendor Services Agreement • July 16th, 2009 • HC Innovations, Inc. • Services-health services • New York
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”).
AMENDMENT NO. 2 TO LINE OF CREDIT AGREEMENTLine of Credit Agreement • August 10th, 2009 • HC Innovations, Inc. • Services-health services • New York
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”).
SUBORDINATION AGREEMENTSubordination Agreement • October 22nd, 2009 • HC Innovations, Inc. • Services-health services • New York
This Subordination Agreement is entered into among the signatories hereto (the “Subordinating Note Holders”) on this 19th day of October 2009.
SECURITIES AMENDMENT AND PURCHASE AGREEMENT DATED AS OF DECEMBER 23, 2008 by and among HC INNOVATIONS, INC. and THE NOTEHOLDERS IDENTIFIED HEREINSecurities Amendment and Purchase Agreement • December 31st, 2008 • HC Innovations, Inc. • Services-health services • New York
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”).
RECITALSDisease Management Services Agreement • December 13th, 2006 • HC Innovations, Inc. • Services-health services • Nevada
Exhibit 10.9 MEMORANDUM OF AGREEMENT This Memorandum of Agreement is entered into as of this 20th day of October, 2006, and is by and among OHIO NURSE PRACTITIONERS, INC., an Ohio corporation with a mailing address at 2718 Mount Holyoke, Columbus,...Memorandum of Agreement • December 13th, 2006 • HC Innovations, Inc. • Services-health services • Ohio
LINE OF CREDIT AGREEMENTLine of Credit Agreement • August 14th, 2009 • HC Innovations, Inc. • Services-health services
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”).
LINE OF CREDIT AGREEMENTLine of Credit Agreement • July 20th, 2009 • HC Innovations, Inc. • Services-health services
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”).
Agreement and General ReleaseAgreement and General Release • July 29th, 2009 • HC Innovations, Inc. • Services-health services • Connecticut
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”):
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • August 10th, 2009 • HC Innovations, Inc. • Services-health services • New York
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”).
AMENDED AND RESTATED CONSULTING AGREEMENT BETWEEN HC INNOVATIONS, INC. AND STRATEGIC GROWTH INTERNATIONAL, INC.Consulting Agreement • December 13th, 2006 • HC Innovations, Inc. • Services-health services • Connecticut
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...Stock Purchase Agreement • August 10th, 2009 • HC Innovations, Inc. • Services-health services • New York
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”).
AMENDMENT NO. 1 TO LINE OF CREDIT AGREEMENTLine of Credit Agreement • June 1st, 2009 • HC Innovations, Inc. • Services-health services • New York
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").
