EMPLOYMENT AGREEMENT The Employment Agreement ("Agreement") is entered into as of August 19, 1996 between, THE CARE GROUP, INC., a Delaware corporation (the "Company"), and RICHARD JUNG ("Jung"). In consideration of the mutual covenants and conditions...Employment Agreement • April 15th, 1997 • Care Group Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
LOAN AGREEMENT BY AND BETWEENLoan Agreement • January 30th, 1997 • Care Group Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 25th day of June 1999, by and between THE CARE GROUP OF TEXAS, INC. a Texas business corporation, and CARE LINE OF HOUSTON, INC., a Texas business...Asset Purchase Agreement • October 18th, 1999 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Texas
ASSET PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of the 27th day of July 2001, by and between Prescripticare, L.L.C. (the "Seller"), a Kansas limited liability company and Allion Healthcare, Inc., a Delaware...Asset Purchase Agreement • August 10th, 2001 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
AGREEMENT ---------Agreement • October 18th, 1999 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
By and AmongStock Purchase Agreement • May 16th, 2003 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
TOLoan and Security Agreement • April 14th, 2004 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Maryland
RECITALSRegistration Rights Agreement • April 29th, 2004 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
SECURITY AGREEMENT ------------------ SECURITY AGREEMENT ------------------ This SECURITY AGREEMENT, dated as of June 5, 1996, is entered into between The Care Group, Inc., a Delaware corporation (hereinafter called the "Guarantor"), The Care Group of...Security Agreement • April 15th, 1997 • Care Group Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 14th, 2004 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Maryland
AMENDMENT NO. 2Loan and Security Agreement • April 14th, 2004 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Maryland
EXHIBIT 10.1Security Agreement • May 16th, 2003 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
EXHIBIT 2.1 ----------- STATE OF GEORGIAAsset Purchase Agreement • June 10th, 1997 • Care Group Inc • Wholesale-drugs, proprietaries & druggists' sundries • Georgia
THE CARE GROUP, INC. SUBSCRIPTION AGREEMENT made as of this 14 day of March, 1997 between The Care Group, Inc., a Delaware corporation with its principal offices at One Hollow Lane, Lake Success, New York (the "Company") and the undersigned (the...Subscription Agreement • May 15th, 1997 • Care Group Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
GUARANTYGuaranty • January 30th, 1997 • Care Group Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2009 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 6th day of August, 2009, by and between Allion Healthcare, Inc., a corporation with its headquarters located at 1660 Walt Whitman Road, Melville, New York 11747 (the “Employer”), and Robert E. Fleckenstein, R.Ph. (the “Executive”).
ASSET PURCHASE AGREEMENT dated as of April 28, 2006 by and among MEDICINE MADE EASY and WHITTIER GOODRICH PHARMACY, INC. EDDIE GOZINI and CHEN JINGAsset Purchase Agreement • May 3rd, 2006 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
This ASSET PURCHASE AGREEMENT dated as of April 28, 2006, is by and between MEDICINE MADE EASY, a California corporation (“Buyer”), and WHITTIER GOODRICH PHARMACY, INC., a California corporation (“Seller”), EDDIE GOZINI and CHEN JING (together, the “Shareholders” or “Seller’s Shareholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of this 4th day of April, 2003 by and between ALLION HEALTHCARE, INC., a Delaware corporation (together with its successors and assigns, the “Corporation”), and the persons who are signatories hereto (together with their successors and assigns, the “Securityholders”).
ASSET PURCHASE AGREEMENT dated as of May 19, 2005 by and between MOMS PHARMACY, INC. and ORIS MEDICAL SYSTEMS, INC.Asset Purchase Agreement • July 7th, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
This ASSET PURCHASE AGREEMENT dated as of May 19, 2005, is by and between MOMS PHARMACY, INC., a California corporation (“Buyer”), and ORIS MEDICAL SYSTEMS, INC., a Washington corporation (“Seller”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 6th, 2009 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
STANDARD OFFICE LEASE BY AND BETWEEN KROEZE KONCEPTS, INC., a California corporation AS LANDLORD, AND MEDICINE MADE EASY, a California corporation AS TENANT SUITE 170 and 180 HAMILTON CORPORATE CENTER Located at 19300 South Hamilton Avenue, Gardena,...Standard Office Lease • March 16th, 2006 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
This Standard Office Lease (“Lease”) is made and entered into as of this 23rd day of August, 2005, by and between KROEZE KONCEPTS, INC., a California corporation (“Landlord”), and MEDICINE MADE EASY, a California corporation (“Tenant”).
STOCK PURCHASE AGREEMENT By and Among MOMS PHARMACY, INC. as Buyer And PAT IANTORNO, ERIC IANTORNO, JORDAN IANTORNO, JORDAN IANTORNO A/C/F MAX IANTORNO, MICHAEL WINTERS AND GEORGE MONCADA COLLECTIVELY, as Sellers Dated February 28, 2005Stock Purchase Agreement • March 4th, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
This STOCK PURCHASE AGREEMENT (the “Agreement”), is made and entered into this February 28, 2005, by and among MOMS PHARMACY, INC., a California corporation (“Buyer”), and Pat Iantorno, Eric Iantorno, Jordan Iantorno, Jordan Iantorno a/c/f Max Iantorno, Michael Winters and George Moncada (each, a “Seller” and, together, the “Sellers”).
AMENDMENT NO. 5 AND CONSENT TO LOAN AND SECURITY AGREEMENT originally dated as of April 21, 1999 by and among ALLION HEALTHCARE, INC. f/k/a THE CARE GROUP, INC. MAIL ORDER MEDS OF TEXAS, INC. f/k/a MAIL ORDER MEDS, INC. MOMS PHARMACY, INC. (NEW YORK)...Loan and Security Agreement • March 31st, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Maryland
THIS AMENDMENT NO. 5 AND CONSENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of this 4th day of January, 2005, by and among ALLION HEALTHCARE, INC. f/k/a THE CARE GROUP, INC., a Delaware corporation ("Allion''), MAIL ORDER MEDS OF TEXAS, INC., a Texas corporation ("Meds Texas”) , MOMS PHARMACY, INC. f/k/a MAIL ORDER MEDS OF NEW YORK INC., a New York corporation, (“Moms New York" and, collectively with Alien and Meds Texas, the "Existing Borrower”), MOMS PHARMACY, INC., a California corporation, ("Moms California"), MOMS PHARMACY, LLC, a Florida limited liability company ("Moms Florida"), MEDICINE MADE EASY, a California corporation ("Medicine Made Ease”), NORTH AMERICAN HOME HEALTH SUPPLY, INC., a California corporation ("North American" and, collectively with Moms New York, Moms California and Moms Florida, the "Additional Borrower"; the Existing Borrower and the Additional Borrower, collectively, the “Borrower"), and GE HFS HOLDINGS, INC f/k/a HELLER HEALTHCARE FINAN
AMENDMENT NO. 8 AND WAIVER TO LOAN AND SECURITY AGREEMENT originally dated as of April 21, 1999 by and among ALLION HEALTHCARE, INC. f/k/a THE CARE GROUP, INC. MAIL ORDER MEDS OF TEXAS, INC. f/k/a MAIL ORDER MEDS, INC. MOMS PHARMACY, INC. (NEW YORK)...Loan and Security Agreement • May 24th, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Maryland
THIS AMENDMENT NO. 8 AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of this day of May, 2005, by and among ALLION HEALTHCARE, INC. f/k/a THE CARE GROUP, INC., a Delaware corporation (“Allion”), MAIL ORDER MEDS OF TEXAS, INC., a Texas corporation (“Meds Texas”), MOMS PHARMACY, INC. f/k/a MAIL ORDER MEDS OF NEW YORK, INC., a New York corporation, (“Moms New York”), MOMS PHARMACY, INC., a California corporation, (“Moms California”), MOMS PHARMACY, LLC, a Florida limited liability company (“Moms Florida”), MEDICINE MADE EASY, a California corporation (“Medicine Made Easy”), NORTH AMERICAN HOME HEALTH SUPPLY, INC., a California corporation (“North American”), SPECIALTY PHARMACIES, INC., a Washington corporation (“Specialty” and, collectively with Allion, Meds Texas, Moms New York, Moms California, Moms Florida, Medicine Made Easy and North American, the “Borrower”), and GE HFS HOLDINGS, INC f/k/a HELLER HEALTHCARE FINANCE, a Delaware corporation (“Lender”).
Amendment No. 1 to Stock Option AgreementStock Option Agreement • November 14th, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This Amendment No. 1 (this “Amendment”) amends the 1998 Stock Option Plan (the “Plan”) of Allion Healthcare, Inc. (the “Company”), made and entered into as of June 20, 2005. All terms used herein but not defined herein shall have the meanings given them in the Plan.
AMENDMENT NO. 6 AND CONSENT TO LOAN AND SECURITY AGREEMENT originally dated as of April 21, 1999 by and among ALLION HEALTHCARE, INC. f/k/a THE CARE GROUP, INC. MAIL ORDER MEDS OF TEXAS, INC. f/k/a MAIL ORDER MEDS, INC. MOMS PHARMACY, INC. (NEW YORK)...Loan and Security Agreement • March 31st, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Maryland
THIS AMENDMENT NO. 6 AND CONSENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of this 28th day of February, 2005, by and among ALLION HEALTHCARE, INC. f/k/a THE CARE GROUP, INC., a Delaware corporation (“Allion”), MAIL ORDER MEDS OF TEXAS, INC., a Texas corporation (“Meds Texas”), MOMS PHARMACY, INC. f/k/a MAIL ORDER MEDS OF NEW YORK, INC., a New York corporation, (“Moms New York”), MOMS PHARMACY, INC., a California corporation, (“Moms California”), MOMS PHARMACY, LLC, a Florida limited liability company (“Moms Florida”), MEDICINE MADE EASY, a California corporation (“Medicine Made Easy”), NORTH AMERICAN HOME HEALTH SUPPLY, INC., a California corporation (“North American” and, collectively with Allion, Meds Texas, Moms New York, Moms California, Moms Florida and Medicine Made Easy, the “Existing Borrower”), SPECIALTY PHARMACIES, INC., a Washington corporation (the “Additional Borrower”; the Existing Borrower and the Additional Borrower, collectively, the “Borrower”), an
AGREEMENT AND PLAN OF MERGER by and among BRICKELL BAY ACQUISITION CORP., BRICKELL BAY MERGER CORP. and ALLION HEALTHCARE, INC. Dated as of October 18, 2009Agreement and Plan of Merger • October 19th, 2009 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of October 18, 2009, by and among Brickell Bay Acquisition Corp., a Delaware corporation (“Parent”), Brickell Bay Merger Corp., a Delaware corporation (“Merger Sub”), and Allion Healthcare, Inc., a Delaware corporation (the “Company”).
ContractAllion Healthcare Inc • May 18th, 2005 • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS PROMISSORY NOTE AND HOLDER’S RIGHTS HEREUNDER ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE LOAN AND SECURITY AGREEMENT DATED APRIL 21, 1999, BY AND AMONG ALLION HEALTHCARE, INC., MAIL ORDER MEDS OF TEXAS, INC., MOMS PHARMACY, INC., MOMS PHARMACY, INC., MOMS PHARMACY, LLC, MEDICINE MADE EASY, NORTH AMERICAN HOME HEALTH SUPPLY, INC., SPECIALTY PHARMACIES, INC., AND GE HFS HOLDINGS, INC., AS AMENDED, A COPY OF WHICH IS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION OR WILL BE PROVIDED BY MAKER TO HOLDER UPON HOLDER’S REQUEST.
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • March 9th, 2009 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Amendment and Waiver Agreement (“Agreement”) is made as of the 6th day of March, 2009 by and among Allion Healthcare, Inc. (“Allion”), Biomed Healthcare, Inc., Access Therapeutics, Inc., Atlas Respiratory Services, Inc., Biomed California, Inc. (“BioMed CA”), Biomed Florida, Inc., Biomed Kansas, Inc., Biomed PA, Inc., Biomed Pharmaceuticals, Inc., Biomed Texas, Inc., Access Healthcare Services, LLC, Moms Pharmacy of Brooklyn, Inc., Moms Pharmacy, Inc., Moms Pharmacy, Inc., Mail Order Meds of Florida, LLC, Oris Health, Inc., North American Home Health Supply, Inc., Medicine Made Easy and Specialty Pharmacies, Inc. (together with Allion and Biomed CA, collectively, the “Borrowers” and each individually referred to as a “Borrower”), the financial institutions listed as lenders on the signature pages hereto (collectively, the “Lenders”), and CIT Healthcare LLC, as administrative agent (“Agent”).
ASSET PURCHASE AGREEMENT dated as of July 14, 2006 by and among MOMS PHARMACY OF BROOKLYN, INC. ALLION HEALTHCARE, INC. ST. JUDE PHARMACY & SURGICAL SUPPLY CORP. MILLIE CHERVIN and MITCHELL CHERVINAsset Purchase Agreement • July 14th, 2006 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
This ASSET PURCHASE AGREEMENT dated as of July 14, 2006, is by and between MOMS PHARMACY OF BROOKLYN, INC., a New York corporation (“Buyer”), ALLION HEALTHCARE, INC., a New York corporation (“Guarantor”), ST. JUDE PHARMACY & SURGICAL SUPPLY CORP., a New York corporation (“Seller”), MILLIE CHERVIN (the “Seller’s Shareholder”) and MITCHELL CHERVIN (the “Pharmacist-in-Charge”).
GUARANTYCare Group Inc • April 15th, 1997 • Wholesale-drugs, proprietaries & druggists' sundries
THE CARE GROUP, INC. AGENCY AGREEMENT Royce Investment Group, Inc. 199 Crossways Park Drive Woodbury, New York 11797Agency Agreement • November 14th, 1996 • Care Group Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
ContractStockholders’ Agreement • March 19th, 2008 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
BETWEENAgreement of Lease • April 14th, 2004 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries
ContractLoan and Security Agreement • March 4th, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS THE SAME MAY BE AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME PURSUANT TO THE TERMS THEREOF, THE “SUBORDINATION AGREEMENT”) DATED AS OF FEBRUARY 28, 2005, BY AND AMONG PAT IANTORNO, ERIC IANTORNO, JORDAN IANTORNO, JORDAN IANTORNO A/C/F MAX IANTORNO, MICHAEL WINTERS, GEORGE MONCADA AND MICHAEL TUBB (COLLECTIVELY, “SUBORDINATED CREDITOR”), ALLION HEALTHCARE, INC., MAIL ORDER MEDS OF TEXAS, INC., MOMS PHARMACY, INC. (A NEW YORK CORPORATION), MOMS PHARMACY, INC. (A CALIFORNIA CORPORATION), MOMS PHARMACY, LLC, MEDICINE MADE EASY, NORTH AMERICAN HOME HEALTH SUPPLY, INC., AND SPECIALTY PHARMACIES, INC. (COLLECTIVELY, “COMPANY”), AND GE HFS HOLDINGS, INC. (THE “SENIOR LENDER”), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY BORROWER TO THE SENIOR LENDER PURSUANT TO THE SENIOR DEBT DOCUMENTS (AS DEFINED IN THE SUBORDINATION AGR
