Center for Wound Healing, Inc. Sample Contracts

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SECURITIES PURCHASE AGREEMENT
Security Agreement • April 11th, 2006 • Center for Wound Healing, Inc. • Construction - special trade contractors • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 7, 2006 among The Center For Wound Healing, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 21st, 2006 • Center for Wound Healing, Inc. • Construction - special trade contractors • New York

EMPLOYMENT AGREEMENT, dated December 1, 2005, by and between AMERICAN HYPERBARIC, INC., a Florida corporation (the “Company”) and Phillip Forman (the ”Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 10th, 2008 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of May 5, 2006 by and among THE CENTER FOR WOUND HEALING, INC., a Nevada corporation (the “Company”) and Paul Toomey (the “Executive”)

AGREEMENT AND PLAN OF MERGER AMONG CFWH HOLDING CORPORATION, CFWH MERGER SUB, INC. AND THE CENTER FOR WOUND HEALING, INC. Dated as of October 5, 2010
Agreement and Plan of Merger • October 6th, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • New York

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 5, 2010 by and among CFWH HOLDING CORPORATION a Delaware corporation (“Parent”), CFWH MERGER SUB, INC. a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and THE CENTER FOR WOUND HEALING, INC., a Nevada corporation (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 2nd, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • New York

This Employment Agreement (the “Agreement”) effective July 1, 2009 (“Effective Date”), is entered into between CENTER FOR WOUND HEALING, INC., a Nevada corporation (the “Company”) with its principal place of business at 155 White Plains Road, Tarrytown, New York 10591, and Michael J. Jakolat (“Executive”) who resides at 17325 W. Westwind Drive, Gurnee, IL 60031, to provide the terms and conditions for Executive’s employment with the Company and its affiliates from time to time (together, the “Group”).

THIRD AMENDMENT TO WAIVER AND FORBEARANCE AGREEMENT
Waiver and Forbearance Agreement • November 15th, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

THIS THIRD AMENDMENT TO WAIVER AND FORBEARANCE AGREEMENT is made on November 12, 2010 (this “Agreement”), by and between Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership, and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (collectively, “Purchaser”), on the one hand, and The Center for Wound Healing, Inc., a Nevada corporation (the “Company”), on the other hand. Any capitalized term used but not otherwise defined herein shall have the same meaning as set forth in either the Waiver and Forbearance Agreement dated as of May 24, 2010 by and between Purchaser and the Company, as amended by that First Amendment to Waiver and Forbearance Agreement dated September 17, 2010 and Second Amendment to Waiver and Forbearance Agreement dated October 13, 2010 (as amended from time to time, the “Forbearance Agreement”) or the Securities Purchase Agreement dated as of March 31, 2008 by and between Purchaser and the Company, as amended by the First Amend

SECOND AMENDMENT TO WAIVER AND FORBEARANCE AGREEMENT
Securities Purchase Agreement • October 14th, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

THIS SECOND AMENDMENT TO WAIVER AND FORBEARANCE AGREEMENT is made on October 13, 2010 (this “Agreement”), by and between Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership, and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (collectively, “Purchaser”), on the one hand, and The Center for Wound Healing, Inc., a Nevada corporation (the “Company”), on the other hand. Any capitalized term used but not otherwise defined herein shall have the same meaning as set forth in either the Waiver and Forbearance Agreement dated as of May 24, 2010 by and between Purchaser and the Company, as amended by that First Amendment to Waiver and Forbearance Agreement dated September 17, 2010 (as amended from time to time, the “Forbearance Agreement”) or the Securities Purchase Agreement dated as of March 31, 2008 by and between Purchaser and the Company, as amended by the First Amendment to Securities Purchase Agreement dated as of April 16, 2009, the Second Ame

SETTLEMENT AGREEMENT
Settlement Agreement • September 25th, 2008 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • New York

This Settlement Agreement (the “Agreement”) is made as of September 21, 2007, by and among Keith Greenberg, in his individual capacity (“Keith”), Elise Greenberg, in her individual capacity (“Elise” and together with Keith, the “Greenbergs”), the Elise Trust (the “Trust”), Raintree Development, LLC (“Raintree”), JD Keith LLC (“JD Keith”), and Braintree Properties, LLC (“Braintree” and, together with the Greenbergs, the Trust, Raintree, and JD Keith, the “Greenberg Parties”), and The Center For Wound Healing, Inc., a Nevada corporation (“CFWH”). (The Greenbergs, the Trust, Raintree, JD Keith, Braintree, and CFWH are each referred to herein as a “Party” or, collectively, as the “Parties”).

WAIVER DATED AS OF MAY 24, 2010 IN RESPECT OF AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG NY HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC HYPERBARIC, LLC, ST JOSEPHS HYPERBARIC LLC, GREATER BRONX HYPERBARIC LLC (f/k/a...
Loan Agreement • May 26th, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

THIS WAIVER (the “Waiver”) made as of the 24th day of May, 2010 by and among NY HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC HYPERBARIC, LLC, ST JOSEPHS HYPERBARIC LLC, GREATER BRONX HYPERBARIC LLC (f/k/a Montefiore Hyperbaric LLC), ELISE KING, LLC, PENNSYLVANIA HYPERBARIC, LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS, L.L.C., VB HYPERBARIC, LLC, EIN HYPERBARIC LLC, THE SQUARE HYPERBARIC, LLC, THE CENTER FOR WOUND HEALING I, LLC (f/k/a Modern Medical, LLC), THE CENTER FOR WOUND HEALING II, LLC (f/k/a Modern Medical Specialties, LLC), CFWH (NEW JERSEY) LLC, FAR ROCKAWAY HYPERBARIC, LLC, CFWH (NEW YORK) LLC, CFWH (DELAWARE), LLC, CFWH (PENNSYLVANIA), LLC, CFWH (MASSACHUSETTS), LLC,MEADOWLANDS HYPERBARIC, LLC, BAYONNE HYPERBARIC, LLC, RARITAN BAY HYPERBARIC, LLC, CFWH MEZZANINE, LLC, and THE CENTER FOR WOUND HEALING, INC., each with a place of business at 155 White plains Road, Tarrytown, NY 10591 (the foregoing Persons, individually and collectively, the “Borr

Form of First Amended and Restated Contribution Agreement between The Center For Wound Healing, Inc., Joel Macher, Alan Richer and Briantree Hyperbaric, LLC.
Consulting Agreement • June 22nd, 2006 • Center for Wound Healing, Inc. • Construction - special trade contractors • New York

FIRST AMENDED AND RESTATED CONTRIBUTION AGREEMENT dated as of June 16, 2006 (this “Agreement”), by and among The Center for Wound Healing, Inc., a Nevada corporation (the “Company”) and Joel Macher Alan Richer and Briantree Hyperbaric, LLC (collectively referred to as the “Members”) and the Far Rockaway Hyperbaric LLC (“Far Rockaway”).

COMMON STOCK WARRANT AGREEMENT BY AND AMONG THE CENTER FOR WOUND HEALING, INC. AND BISON CAPITAL EQUITY PARTNERS II-A, L.P. and BISON CAPITAL EQUITY PARTNERS II-B, L.P DATED AS OF MARCH 31, 2008
Common Stock Warrant Agreement • April 7th, 2008 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • California

THIS COMMON STOCK WARRANT AGREEMENT (the “Agreement”) is dated as of March 31, 2008 and entered into by and between THE CENTER FOR WORLD HEALING, INC., a Nevada corporation (“Company”), on the one hand, and BISON CAPITAL EQUITY PARTNERS II-A, L.P., a Delaware limited partnership, and BISON CAPITAL EQUITY PARTNERS II-B, L.P., a Delaware limited partnership (collectively, “Warrant Holder”), on the other hand.

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • November 1st, 2005 • Kevcorp Services, Inc. • Construction - special trade contractors • Nevada

This Agreement and Plan of Reorganization ("the Agreement"), dated as of the 28th day of October, 2005, by and between Kevcorp Services, Inc., a Nevada corporation ("Kevcorp") and American Hyperbaric, Inc., a Florida corporation ("AHI") and the shareholders of AHI ("Shareholders"), with reference to the following:

CONTRIBUTION AGREEMENT dated as of April 7, 2006 by and among THE CENTER FOR WOUND HEALING, INC, and DR. JOHN V. CAPOTORTO, DR. PHILLIP FORMAN, AND THE ELISE TRUST and the RELATED ENTERPRISES (AS DEFINED HEREIN)
Contribution Agreement • April 12th, 2006 • Center for Wound Healing, Inc. • Construction - special trade contractors • New York

CONTRIBUTION AGREEMENT dated as of April 7, 2006 (this “Agreement”), by and among The Center for Wound Healing, Inc., a Nevada corporation (the “Company”) and Dr. John V. Capotorto, Dr. Phillip Forman, and The Elise Trust (collectively referred to as the “Members”) and the Related Entities (as defined herein).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amended and Restated Employment Agreement • September 25th, 2008 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • New York

This Employment Agreement (the “Agreement”) is entered into March 31, 2008 (“Effective Date”), between CENTER FOR WOUND HEALING, INC., a Nevada corporation (the “Company”) with its principal place of business at 155 White Plains Road, Tarrytown, New York 10591, and Andrew G. Barnett (“Executive”) who resides at 518 Cheese Spring Road, New Canaan, Connecticut 06840, to provide the terms and conditions for Executive’s employment with the Company and its affiliates from time to time (together, the “Group”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amended and Restated Employment Agreement • December 8th, 2008 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • New York

This Employment Agreement (the “Agreement”) is entered into effective as of October 7, 2008 (“Effective Date”), between THE CENTER FOR WOUND HEALING, INC., a Nevada corporation (the “Company”) with its principal place of business at 155 White Plains Road, Tarrytown, New York 10591, and David Walz (“Executive”), to provide the terms and conditions for Executive’s employment with the Company and its affiliates from time to time (together, the “Group”).

VOTING AGREEMENT
Voting Agreement • April 7th, 2008 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • California

THIS VOTING AGREEMENT (this “Agreement”) is made as of March 31, 2008, by and among BISON CAPITAL EQUITY PARTNERS II-A, L.P., a Delaware limited partnership, and BISON CAPITAL EQUITY PARTNERS II-B, L.P., a Delaware limited partnership (collectively, “Purchaser”), THE CENTER FOR WOUND HEALING, INC., a Nevada corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders”). Each capitalized term used herein and not otherwise defined shall have the meaning given to it in that certain Securities Purchase Agreement, dated as of even date herewith, by and between the Company and Purchaser (the “Purchase Agreement”).

VOTING AGREEMENT
Voting Agreement • October 6th, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • New York
WAIVER DATED AS OF OCTOBER 9, 2009 IN RESPECT OF AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG NY HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC...
Loan Agreement • October 13th, 2009 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

THIS WAIVER (the “Waiver”) made as of the 9th day of October, 2009 by and among NY HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC HYPERBARIC, LLC, ST JOSEPHS HYPERBARIC LLC, GREATER BRONX HYPERBARIC LLC (f/k/a Montefiore Hyperbaric LLC), ELISE KING, LLC, SOUTH NASSAU HYPERBARIC, LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS, L.L.C., VB HYPERBARIC, LLC, EIN HYPERBARIC LLC, MAIMONIDES HYPERBARIC, LLC, THE SQUARE HYPERBARIC, LLC, SOUTH N HYPERBARIC LLC, MUHLENBERG HYPERBARIC LLC, LOWELL HYPERBARIC LLC., THE CENTER FOR WOUND HEALING I, LLC (f/k/a Modern Medical, LLC), THE CENTER FOR WOUND HEALING II, LLC (f/k/a Modern Medical Specialties, LLC), NJ HYPERBARIC, LLC, FAR ROCKAWAY HYPERBARIC, LLC, ATLANTIC HYPERBARIC, LLC, ATLANTIC ASSOCIATES, LLC, CEF PRODUCTS, LLC, CMC HYPERBARIC, LLC, PENNSYLVANIA HYPERBARIC, LLC, HYPERBARIC, LLC (a/k/a Massachusetts

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 23rd, 2009 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated as of April 22, 2009 (the “Amendment”), is by and among Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership, and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (collectively, the “Purchaser”), on the one hand, and The Center for Wound Healing, Inc., a Nevada corporation (the “Company”), on the other hand. Any capitalized term used but not otherwise defined herein shall have the same meaning as set forth in the Agreement (as defined below).

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WAIVER AND FORBEARANCE AGREEMENT
Waiver and Forbearance Agreement • May 24th, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

THIS WAIVER AND FORBEARANCE AGREEMENT is made on May 24, 2010 (this “Agreement”), by and between Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership, and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (collectively, “Purchaser”), on the one hand, and The Center for Wound Healing, Inc., a Nevada corporation (the “Company”), on the other hand. Any capitalized term used but not otherwise defined herein shall have the same meaning as set forth in the Securities Purchase Agreement dated as of March 31, 2008 by and between Purchaser and the Company, as amended by the First Amendment to Securities Purchase Agreement dated as of April 16, 2009 and the Second Amendment to Securities Purchase Agreement dated February 12, 2010 (as otherwise amended, the “Securities Purchase Agreement”).

THIRD AMENDMENT AND WAIVERS DATED AS OF MAY 29, 2007 TO AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG NY HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC...
Loan Agreement • September 25th, 2008 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • New York

THIS THIRD AMENDMENT AND WAIVER (collectively, the “Third Amendment”) made as of the 29th day of May, 2007 by and among NY HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC HYPERBARIC, LLC, ST JOSEPHS HYPERBARIC LLC, GREATER BRONX HYPERBARIC LLC (f/k/a Montefiore Hyperbaric LLC), ELISE KING, LLC, SOUTH NASSAU HYPERBARIC, LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS, L.L.C., VB HYPERBARIC, LLC, EIN HYPERBARIC LLC, MAIMONIDES HYPERBARIC, LLC, THE SQUARE HYPERBARIC, LLC, SOUTH N HYPERBARIC LLC, MUHLENBERG HYPERBARIC LLC, LOWELL HYPERBARIC LLC., THE CENTER FOR WOUND HEALING I, LLC (f/k/a Modern Medical, LLC), THE CENTER FOR WOUND HEALING II, LLC (f/k/a Modern Medical Specialties, LLC), NJ HYPERBARIC, LLC, FAR ROCKAWAY HYPERBARIC, LLC, ATLANTIC HYPERBARIC, LLC, ATLANTIC ASSOCIATES, LLC, CEF PRODUCTS, LLC, CMC HYPERBARIC, LLC, PENNSYLVANIA HYPERBARIC, L

WAIVER DATED AS OF NOVEMBER 10, 2010 IN RESPECT OF AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG CFWH (Delaware), LLC, CFWH (Massachusetts), LLC, CFWH (New Jersey) LLC, CFWH (New York) LLC, New York Hyperbaric And Wound Care Centers, L.L.C., The...
Loan Agreement • November 15th, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

THIS WAIVER (the “Waiver”) made as of the 10th day of November, 2010 by and among CFWH (Delaware), LLC, CFWH (Massachusetts), LLC, CFWH (New Jersey) LLC, CFWH (New York) LLC, New York Hyperbaric And Wound Care Centers, L.L.C., The Square Hyperbaric LLC, CFWH (Pennsylvania), LLC, and THE CENTER FOR WOUND HEALING, INC., each with a place of business at 155 White Plains Road, Tarrytown, NY 10591 (the foregoing Persons, individually and collectively, the “Borrower”), and SIGNATURE BANK, a New York bank having an office at 1225 Franklin Avenue, Garden City, New York 11530 (the “Bank”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 10th, 2008 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • New York

This Employment Agreement (the “Agreement”) is entered into effective January 3, 2007, between CENTER FOR WOUND HEALING, INC., a Delaware corporation (the “Company”) with its principal place of business at 517 Route 1 South, Suite #3060, Iselin, New Jersey 08830, and Andrew G. Barnett (“Executive”) who resides at 518 Cheese Spring Road, New Canaan, Connecticut 06840 to provide the terms and conditions for Executive’s employment with the Company and its affiliates from time to time (together, the “Group”). This Agreement is conditioned upon the approval of the Company’s Board of Directors (“Board”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 7th, 2008 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • Nevada

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 31, 2008, by and between BISON CAPITAL EQUITY PARTNERS II-A, L.P., a Delaware limited liability partnership, and BISON CAPITAL EQUITY PARTNERS II-B, L.P., a Delaware limited liability partnership (collectively, “Purchaser”), on the one hand, and CENTER FOR WOUND HEALING, INC., a Nevada corporation (the “Company”), on the other hand.

WAIVER AND NINTH AMENDMENT DATED AS OF OCTOBER 13, 2010 IN RESPECT OF AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG CFWH (Delaware), LLC, CFWH (Massachusetts), LLC, CFWH (New Jersey) LLC, CFWH (New York) LLC, New York Hyperbaric And Wound Care...
Loan Agreement • October 14th, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

THIS WAIVER AND NINTH AMENDMENT (the “Waiver-Amendment”) made as of the 13th day of October, 2010 by and among CFWH (Delaware), LLC, CFWH (Massachusetts), LLC, CFWH (New Jersey) LLC, CFWH (New York) LLC, New York Hyperbaric And Wound Care Centers, L.L.C., The Square Hyperbaric LLC, CFWH (Pennsylvania), LLC, and THE CENTER FOR WOUND HEALING, INC., each with a place of business at 155 White Plains Road, Tarrytown, NY 10591 (the foregoing Persons, individually and collectively, the “Borrower”), and SIGNATURE BANK, a New York bank having an office at 1225 Franklin Avenue, Garden City, New York 11530 (the “Bank”).

SECURITIES PURCHASE AGREEMENT by and among THE CENTER FOR WOUND HEALING, INC., BISON CAPITAL EQUITY PARTNERS II-A, L.P., and BISON CAPITAL EQUITY PARTNERS II-B, L.P. Senior Secured Subordinated Promissory Note Due March 31, 2013 Warrants to Purchase...
Security Agreement • April 7th, 2008 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • California

THIS GUARANTY (with all of its modifications, supplements, restatements, extensions, and renewals in effect from time to time, this “Guaranty”) dated as of March 31, 2008 (“Effective Date”) is made by the undersigned guarantors and such other entities which from time to time become parties hereto (individually a “Guarantor” and collectively, “Guarantors”), in favor of BISON CAPITAL EQUITY PARTNERS II-A, L.P., a Delaware limited partnership, and BISON CAPITAL EQUITY PARTNERS II-B, L.P., a Delaware limited partnership (collectively, “Bison”).

EIGHTH AMENDMENT DATED AS OF DECEMBER 18, 2008 TO AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG NY HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC...
Eighth Amendment • October 13th, 2009 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

THIS EIGHTH AMENDMENT (the “Eighth Amendment”) made as of the 18th day of December, 2008 by and among NY HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC HYPERBARIC, LLC, ST JOSEPHS HYPERBARIC LLC, GREATER BRONX HYPERBARIC LLC (f/k/a Montefiore Hyperbaric LLC), ELISE KING, LLC, SOUTH NASSAU HYPERBARIC, LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS, L.L.C., VB HYPERBARIC, LLC, EIN HYPERBARIC LLC, MAIMONIDES HYPERBARIC, LLC, THE SQUARE HYPERBARIC, LLC, SOUTH N HYPERBARIC LLC, MUHLENBERG HYPERBARIC LLC, LOWELL HYPERBARIC LLC, THE CENTER FOR WOUND HEALING I, LLC (f/k/a Modern Medical, LLC), THE CENTER FOR WOUND HEALING II, LLC (f/k/a Modern Medical Specialties, LLC), NJ HYPERBARIC, LLC, FAR ROCKAWAY HYPERBARIC, LLC, ATLANTIC HYPERBARIC, LLC, ATLANTIC ASSOCIATES, LLC, CEF PRODUCTS, LLC, CMC HYPERBARIC, LLC, PENNSYLVANIA HYPERBARIC, LLC, HYPERBARIC, LLC

FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 14th, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

THIS FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT is made on September 17, 2010 (this “Agreement”), by and between Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership, and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (collectively, “Purchaser”), on the one hand, and The Center for Wound Healing, Inc., a Nevada corporation (the “Company”), on the other hand. Any capitalized term used but not otherwise defined herein shall have the same meaning as set forth in the Securities Purchase Agreement dated as of March 31, 2008 by and between Purchaser and the Company, as amended by the First Amendment to Securities Purchase Agreement dated as of April 16, 2009, the Second Amendment to Securities Purchase Agreement dated February 12, 2010 and the Third Amendment to Securities Purchase Agreement dated May 24, 2010 (as otherwise amended, the “Securities Purchase Agreement”).

FIRST AMENDMENT TO WAIVER AND FORBEARANCE AGREEMENT
Waiver and Forbearance Agreement • October 14th, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

THIS FIRST AMENDMENT TO WAIVER AND FORBEARANCE AGREEMENT is made on September 17, 2010 (this “Agreement”), by and between Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership, and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (collectively, “Purchaser”), on the one hand, and The Center for Wound Healing, Inc., a Nevada corporation (the “Company”), on the other hand. Any capitalized term used but not otherwise defined herein shall have the same meaning as set forth in either the Waiver and Forbearance Agreement dated as of May 24, 2010 by and between Purchaser and the Company (the “Forbearance Agreement”) or the Securities Purchase Agreement dated as of March 31, 2008 by and between Purchaser and the Company, as amended by the First Amendment to Securities Purchase Agreement dated as of April 16, 2009, the Second Amendment to Securities Purchase Agreement dated February 12, 2010, the Third Amendment to Securities Purchase Agreement dated Ma

THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 26th, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

THIS THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT is made on May 24, 2010 (this “Agreement”), by and between Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership, and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (collectively, “Purchaser”), on the one hand, and The Center for Wound Healing, Inc., a Nevada corporation (the “Company”), on the other hand. Any capitalized term used but not otherwise defined herein shall have the same meaning as set forth in the Securities Purchase Agreement dated as of March 31, 2008 by and between Purchaser and the Company, as amended by the First Amendment to Securities Purchase Agreement dated as of April 16, 2009 and the Second Amendment to Securities Purchase Agreement dated February 12, 2010 (as otherwise amended, the “Securities Purchase Agreement”).

SETTLEMENT AGREEMENT
Membership Transfer Agreement • September 25th, 2008 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec • New York

This Settlement Agreement (the “Agreement”) is made as of August 9, 2007, by and among Med-Air Consultants, Inc. (“Med-Air”), Alan Richer (“Richer”), Joel Macher (“Macher” and, together with Richer and Med-Air, the “Med-Air Parties”), and The Center For Wound Healing, Inc. (“CFWH”). (Med-Air, Richer, Macher, and CFWH are each referred to herein as a “Party” or, collectively, as the “Parties”). Capitalized terms used in this Agreement are defined or cross-referenced in Article 15.

SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 16th, 2010 • Center for Wound Healing, Inc. • Services-specialty outpatient facilities, nec

THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT is made on February 12, 2010 (this “Agreement”), by and between Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership, and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (collectively, “Purchaser”), on the one hand, and The Center for Wound Healing, Inc., a Nevada corporation (the “Company”), on the other hand. Any capitalized term used but not otherwise defined herein shall have the same meaning as set forth in the Securities Purchase Agreement dated as of March 31, 2008 by and between Purchaser and the Company, as amended by the First Amendment dated as of April 16, 2009 (as amended, the “Securities Purchase Agreement”).

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