Exhibit 2.1(1) PURCHASE AGREEMENT RELATING TO TUSCARAWAS AMBULATORY SURGERY CENTER, L.L.C. THIS PURCHASE AGREEMENT is made as of September 30, 2005 by and among TUSCARAWAS AMBULATORY SURGERY CENTER, L.L.C., an Ohio limited liability company ("TASC"),...Purchase Agreement • October 7th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Ohio
EXHIBIT 10.3 LOAN AND SECURITY AGREEMENT ORION HEALTHCORP, INC. AND CERTAIN OF ITS AFFILIATES AND SUBSIDIARIESLoan and Security Agreement • December 21st, 2004 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New Jersey
Exhibit 2.1 ASSET PURCHASE AGREEMENT THIS AGREEMENT made and entered into effective as of January 31, 2006, between and among SurgiCare Memorial Village, L.P., 12727 Kimberly Lane, Suite 100, Houston, Texas ( "Seller"), and First Surgical Memorial...Asset Purchase Agreement • February 14th, 2006 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Texas
EXHIBIT 10.1 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This Settlement Agreement and Mutual General Release ("Agreement") is made and entered into this 2nd day of December, 2002 (the "Effective Date") by and among SurgiCare, Inc. ("SurgiCare"),...Warrant Agreement • January 29th, 2003 • Surgicare Inc/De • Services-offices & clinics of doctors of medicine • Delaware
AGREEMENTIndemnification Agreement • January 29th, 2003 • Surgicare Inc/De • Services-offices & clinics of doctors of medicine • Texas
Exhibit 2.1(4) TUSCARAWAS AMBULATORY SURGERY CENTER, L.L.C. AMENDED AND RESTATED OPERATING AGREEMENT Dated: October 1, 2005 THE L.L.C. UNITS REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION...Operating Agreement • October 7th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Ohio
SETTLEMENT AGREEMENT WITH A JOINT AND MUTUAL RELEASE AND -------------------------------------------------------- INDEMNITY AGREEMENT ------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF HARRIS ss. DEFINITIONS...Settlement Agreement • September 14th, 2006 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine
Exhibit 2.1 ASSET PURCHASE AGREEMENT By and BetweenAsset Purchase Agreement • March 6th, 2006 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Texas
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 2nd, 2007 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
RECITALSAgreement and Plan of Merger • December 21st, 2004 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Texas
WITNESSETH:Employment Agreement • December 21st, 2004 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Texas
Exhibit 10.1 CREDIT AGREEMENTCredit Agreement • December 7th, 2006 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
AGREEMENTRegistration Rights Agreement • April 2nd, 2007 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
BACKGROUNDLoan and Security Agreement • May 13th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New Jersey
EXHIBIT 10.4 GUARANTY AGREEMENT To: Healthcare Business Credit Corporation Date: December 15, 2004 305 Fellowship Road, Suite 300 Mt. Laurel, NJ 08054 To induce you to establish and/or continue financing arrangements with and consider making or...Guaranty Agreement • December 21st, 2004 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine
Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement dated February 25, 2002 ("Agreement") is by and between, Surgicare, Inc., a Delaware corporation ("Company") and THOMAS C. PRITCHARD, P.C., an individual ("Consultant"). W I T N E S S E T H:...Consulting Agreement • March 12th, 2002 • Surgicare Inc/De • Services-offices & clinics of doctors of medicine • Texas
RECITALSManagement Services Agreement • October 7th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Ohio
TUSCARAWAS OPEN MRI, L.P. AN OHIO LIMITED PARTNERSHIP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OCTOBER 1, 2005 TABLE OF CONTENTSLimited Partnership Agreement • October 7th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Ohio
EXHIBIT 10.14 STOCKHOLDERS AGREEMENT This Stockholders Agreement (this "Agreement") is made as of December 15, 2004 by and among: (i) Orion HealthCorp, Inc., a Delaware corporation (the "Company"); (ii) each of Brantley Partners IV, L.P. ("Brantley...Stockholders Agreement • December 21st, 2004 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
R E C I T A L SEmployment Agreement • April 15th, 2003 • Surgicare Inc/De • Services-offices & clinics of doctors of medicine
Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT (this "Agreement") is made this 1st day of December, 2006, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the...Security Agreement • December 7th, 2006 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
RECITALSRegistration Rights Agreement • December 21st, 2004 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
SECOND AMENDMENT TO CREDIT AGREEMENT ------------------------------------ This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of September 24, 2007, by and among the lenders identified on the signature pages hereof (such...Credit Agreement • November 14th, 2007 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
EXHIBIT 10.2 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE...Stock Subscription Agreement • December 21st, 2004 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
WITNESSETH:Purchase Agreement • October 7th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Ohio
EXIBIT 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (THE "WARRANT SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER...Surgicare Inc/De • April 2nd, 2001 • Services-offices & clinics of doctors of medicine • Delaware
Exhibit 2.1(2) RELEASE AGREEMENT THIS RELEASE AGREEMENT (the "RELEASE") is made and entered into as of October 1, 2005 (the "CLOSING Date"), by and among Union Hospital (the "PURCHASER"), Orion HealthCorp, Inc. ("ORION"), and each of the physicians...Release Agreement • October 7th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine
WITNESSETH:Employment Agreement • December 21st, 2004 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Texas
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. FURTHERMORE, THIS NOTE MAY BE SOLD OR OTHERWISE...Note • December 7th, 2006 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
RecitalsAffiliation Agreement • December 14th, 2000 • Surgicare Inc/De • Services-offices & clinics of doctors of medicine • Texas
EXHIBIT 10.1 FINANCIAL CONSULTING SERVICES AGREEMENT This Financial Consulting Services Agreement (the "Agreement") is entered this 21st day of February, 2002 by and between M. Blaine Riley, Randall Letcavage and Rosemary Nguyen ("Consultants"),...Financial Consulting Services Agreement • May 6th, 2002 • Surgicare Inc/De • Services-offices & clinics of doctors of medicine • California
ASSET PURCHASE AGREEMENT RELATING TO TASC ANESTHESIA, L.L.C. THIS ASSET PURCHASE AGREEMENT is made as of September 30, 2005 by and between UNION HOSPITAL, an Ohio nonprofit corporation (the "PURCHASER") and TASC ANESTHESIA, L.L.C. (the "SELLER"), an...Asset Purchase Agreement • October 7th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Ohio
EXHIBIT 10.2 AMENDED AND RESTATED GUARANTY AGREEMENT To: Healthcare Business Credit Corporation Date: March 22, 2005 305 Fellowship Road, Suite 300 Mt. Laurel, NJ 08054 To induce you to establish and/or continue financing arrangements with and...Guaranty Agreement • May 13th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine
FIRST AMENDMENT TO CREDIT AGREEMENT ----------------------------------- This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of August 21, 2007, by and among the lenders identified on the signature pages hereof (such lenders,...Credit Agreement • August 22nd, 2007 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
JOINT FILING AGREEMENTJoint Filing Agreement • December 27th, 2004 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine
The undersigned each agree that the Statement on Schedule 13D relating to the Common Stock, Class C, $0.001 par value, of Orion HealthCorp, Inc. (i) is adopted and filed on behalf of each of them, (ii) all future amendments to such Statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k) under the Securities Act of 1933 apply to each of them. This agreement may be terminated with respect to the obligation to jointly file future amendments to such Statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to the other person signatory hereto, at the principal office hereof.
