Conmed Healthcare Management, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 1st, 2007 • Pace Health Management Systems Inc • Blank checks

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 26, 2007 among Pace Health Management Systems, Inc., an Iowa corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT PACE HEALTH MANAGEMENT SYSTEMS, INC.
Pace Health Management Systems Inc • February 1st, 2007 • Blank checks

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date Shareholder Approval is obtained and deemed effective (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pace Health Management Systems, Inc., an Iowa corporation (the “Company”), up to _____ shares (the “Warrant Shares”) of common stock, no par value per share (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 1st, 2007 • Pace Health Management Systems Inc • Blank checks • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2007, among Pace Health Management Systems, Inc., an Iowa corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”) and listed on Annex A attached hereto along with each such Purchaser’s allocation hereunder.

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EXHIBIT 10.22 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement is made as of the 17th day of October, 1997, between PACE Health Management Systems, Inc., an Iowa corporation, with its principal offices at 1025 Ashworth Drive,...
Employment Agreement • March 31st, 1998 • Pace Health Management Systems Inc • Services-prepackaged software
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EXHIBIT 10.23 FORM OF EMPLOYEE RETENTION AGREEMENT This Retention Agreement (this "Agreement") is made and entered into by and between PACE Health Management Systems, Inc., an Iowa corporation (the "Company"), with its principal offices at 1025...
Employee Retention Agreement • March 31st, 1998 • Pace Health Management Systems Inc • Services-prepackaged software • Iowa
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AGREEMENT AND PLAN OF MERGER dated as of July 11, 2011 among CONMED HEALTHCARE MANAGEMENT, INC., AYELET INVESTMENTS LLC and AYELET MERGER SUBSIDIARY, INC.
Agreement and Plan of Merger • July 15th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of July 11, 2011 by and among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Ayelet Investments LLC, a Delaware limited liability company (“Parent”), and Ayelet Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

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AGREEMENT AND PLAN OF MERGER dated as of July 11, 2011 among CONMED HEALTHCARE MANAGEMENT, INC., AYELET INVESTMENTS LLC and AYELET MERGER SUBSIDIARY, INC.
Agreement and Plan of Merger • July 13th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of July 11, 2011 by and among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Ayelet Investments LLC, a Delaware limited liability company (“Parent”), and Ayelet Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

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VOTING AGREEMENT
Voting Agreement • July 20th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This VOTING AGREEMENT (this “Agreement”) dated as of July 11, 2011 by and between Ayelet Investments LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Stockholder”) of Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”).

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Dear Dr. Turner:
Letter Agreement • July 18th, 2012 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This letter confirms our agreement regarding your employment with Conmed Healthcare Management, Inc. (the "Company"). This letter agreement (the "Agreement") will be effective upon the closing (the "Closing" and the date of the Closing, the "Closing Date") and consummation of the transactions contemplated in the Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, by and among the Company, Correct Care Solutions, LLC, a Delaware limited liability company ("Parent") and Hanover Merger Sub, Inc., a Delaware corporation (the "Transaction"). Except as expressly provided herein, this letter amends and restates in its entirety the Employment Agreement between you and the Company dated January 11, 2012 (the “Prior Employment Agreement”).

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EXHIBIT 10.24 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of June 30, 1998, by and between MINNESOTA MINING AND MANUFACTURING COMPANY, a Delaware corporation ("3M"), and PACE HEALTH MANAGEMENT SYSTEMS, INC., an Iowa...
Asset Purchase Agreement • August 10th, 1998 • Pace Health Management Systems Inc • Services-prepackaged software • Minnesota
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James H. Desnick, MD Chairman of the Board COMMITMENT LETTER Mr. George Anthony 13400 Madison Avenue Lakewood, OH 44107 Via email: anthonygta@aoLcom
Letter Agreement • July 15th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This letter agreement sets forth the commitment of $500,000.00 (“Investor”), subject to the terms and conditions contained herein, to purchase certain equity interests of India Investment Company, a Delaware corporation (“Investment Co.”) and debt securities of Ayelet Investments LLC, a Delaware limited liability company (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time. the “Merger Agreement”) to be entered into among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Parent and Ayelet Merger Subsidiary, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

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LIMITED GUARANTEE
Limited Guarantee • July 15th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

Limited Guarantee, dated as of July 11, 2011 (this “Limited Guarantee”), by James H. Desnick, M.D. (the “Guarantor”) in favor of Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified, the “Merger Agreement”), among the Company, Ayelet Investments LLC, a Delaware limited liability company (“Parent”), and Ayelet Merger Subsidiary a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

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TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • July 18th, 2012 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This TENDER AND VOTING AGREEMENT (this “Agreement”), is entered into as of July 16, 2012, by and between Correct Care Solutions, LLC, a Kansas limited liability company (“Parent”) and the stockholder identified on the signature page hereto (“Stockholder”).

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EXCLUSIVITY AGREEMENT
Exclusivity Agreement • May 13th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This Exclusivity Agreement does not constitute an agreement or understanding between the parties to enter into the Transaction or any other transaction. Levine Leichtman Capital Partners, Inc. and its affiliates, which is a party to a Financing Letter dated May 12, 2011 with Desnick, shall be a third party beneficiary of the provisions of this Exclusivity Agreement. This Exclusivity Agreement shall be governed by Delaware law.

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COMMITMENT LETTER Mr. Edward Heil Oak Brook, Illinois 60523 Via fax 630-323-4778 July 11, 2011
Conmed Healthcare Management, Inc. • July 15th, 2011 • Services-misc health & allied services, nec • Delaware

This letter agreement sets forth the commitment of Edward Heil (“Investor”), subject to the terms and conditions contained herein, to purchase certain equity interests of India Investment Company, a Delaware corporation (“Investment Co.”) and debt securities of Ayelet Investments LLC, a Delaware limited liability company (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Parent and Ayelet Merger Subsidiary, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

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AMENDMENT
Asset Purchase Agreement • August 10th, 1998 • Pace Health Management Systems Inc • Services-prepackaged software
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EMPLOYMENT AGREEMENT
Employment Agreement • July 30th, 2012 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Maryland
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AGREEMENT AND RELEASE
Agreement and Release • November 16th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This AGREEMENT AND RELEASE, dated as of November 16, 2011 (this “Agreement”), is entered into by and among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Ayelet Investments LLC, a Delaware limited liability company (“Parent”), Ayelet Merger Subsidiary, Inc., a Delaware corporation (“Merger Subsidiary”), and James H. Desnick, M.D. (the “Guarantor”). Each of the foregoing are collectively referred to herein as the “Parties” and each individually as a “Party”. Capitalized terms used but not defined in this Agreement shall have the respective meanings given to them in the Merger Agreement (as defined below).

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CONSULTING AGREEMENT
Consulting Agreement • May 10th, 2007 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This Consulting Agreement (“Agreement”) is entered into as of January 26, 2007 (“Effective Date”), by and between PACE Health Management Systems, Inc., an Iowa corporation (the “Company”), and Yankee Partners, LLC (the “Consultant”).

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AMENDMENT NO. 1 TO MERGER AGREEMENT
Merger Agreement • October 25th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This Amendment No. 1 to Merger Agreement (this “Amendment”) is dated as of October 24, 2011 by and among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Ayelet Investments LLC, a Delaware limited liability company (“Parent”), and Ayelet Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

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AGREEMENT AND RELEASE
Agreement and Release • November 16th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This AGREEMENT AND RELEASE, dated as of November 16, 2011 (this “Agreement”), is entered into by and among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Ayelet Investments LLC, a Delaware limited liability company (“Parent”), Ayelet Merger Subsidiary, Inc., a Delaware corporation (“Merger Subsidiary”), and James H. Desnick, M.D. (the “Guarantor”). Each of the foregoing are collectively referred to herein as the “Parties” and each individually as a “Party”. Capitalized terms used but not defined in this Agreement shall have the respective meanings given to them in the Merger Agreement (as defined below).

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EQUITY COMMITMENT LETTER July 11, 2011
Conmed Healthcare Management, Inc. • July 15th, 2011 • Services-misc health & allied services, nec • Delaware

This letter agreement sets forth the commitment of James H. Desnick, M.D. (“Investor”), subject to the terms and conditions contained herein, to purchase or to cause the purchase of certain equity interests of India Investment Company, a Delaware corporation (the “Issuer”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Ayelet Investments LLC, a Delaware limited liability company (“Parent”), and Ayelet Merger Subsidiary, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

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Amendment to Employment Letter Agreement of Thomas W. Fry
Employment Letter Agreement • February 24th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This Amendment to the Employment Letter Agreement (this “Amendment”), is entered into as of February 22, 2011, by and between Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), and Thomas W. Fry (“Employee”).

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COMMITMENT LETTER Mr. Edward Heil 202 St. Michael Court Oak Brook, Illinois 60523 Via fax 630-323-4778 July 11, 2011
Conmed Healthcare Management, Inc. • July 20th, 2011 • Services-misc health & allied services, nec • Delaware

This letter agreement sets forth the commitment of Edward Heil (“Investor”), subject to the terms and conditions contained herein, to purchase certain equity interests of India Investment Company, a Delaware corporation (“Investment Co.”) and debt securities of Ayelet Investments LLC, a Delaware limited liability company (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Parent and Ayelet Merger Subsidiary, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

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Amendment to Employment Agreement of Richard W. Turner
Employment Agreement • July 13th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This Amendment to the Employment Agreement (this “Amendment”), is entered into as of July 11, 2011, by and between Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), and Richard W. Turner (“Employee”).

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EXCLUSIVITY AGREEMENT
Exclusivity Agreement • May 25th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec

This Exclusivity Agreement does not constitute an agreement or understanding between the parties to enter into the Transaction or any other transaction. Levine Leichtman Capital Partners, Inc. and its affiliates, which is a party to a Financing Letter dated May 12, 2011 with Desnick, shall be a third party beneficiary of the provisions of this Exclusivity Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2012 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This Employment Agreement (“Agreement”) is entered into as of January 11, 2012 (“Effective Date”), by and between Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), and Thomas W. Fry (“Employee”).

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STOCK PURCHASE AGREEMENT DATED AS OF August 2, 2006 BY AND AMONG PACE HEALTH MANAGEMENT SYSTEMS, INC., CONMED, INC., AND THE COMPANY STOCKHOLDERS SET FORTH HEREIN
Stock Purchase Agreement • August 8th, 2006 • Pace Health Management Systems Inc • Blank checks • Delaware
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JOINT REPORTING AGREEMENT
Joint Reporting Agreement • May 13th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec

In consideration of the mutual covenants herein contained, pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the parties hereto agrees with the other parties as follows:

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JOINT FILING AGREEMENT
Joint Filing Agreement • July 15th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec

Each of the undersigned hereby agrees to file jointly the statement on Schedule 13D to which this Agreement is attached, and any amendments to the statement on Schedule 13D (the “Statement”), with respect to the Common Stock of Conmed Healthcare Management, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

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EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2012 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This Employment Agreement (“Agreement”) is entered into as of January 11, 2012 (“Effective Date”), by and between Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), and Richard W. Turner (“Employee”).

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MEDICAL SERVICES AGREEMENT ORIGINAL BALTIMORE COUNTY, MARYLAND CONTRACT
Medical Services Agreement • August 14th, 2007 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Maryland

THIS AGREEMENT made this 29th day of March, 2007, (the "Agreement") is by and between Baltimore County, Maryland, a body corporate and politic, (hereinafter "County") and CONMED, Inc., 9375 Chesapeake Street, #203, LaPlata, Maryland 20646 (hereinafter the "Contractor").

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • February 1st, 2007 • Pace Health Management Systems Inc • Blank checks • New York
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AGREEMENT AND PLAN OF MERGER dated as of July 16, 2012 among CONMED HEALTHCARE MANAGEMENT, INC, CORRECT CARE SOLUTIONS, LLC and HANOVER MERGER SUB, INC.
Agreement and Plan of Merger • July 18th, 2012 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of July 16, 2012 by and among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Correct Care Solutions, LLC, a Kansas limited liability corporation (“Parent”), and Hanover Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

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RETIREMENT AGREEMENT
Retirement Agreement • July 23rd, 2010 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Maryland

This Retirement Agreement (“Agreement”) is entered into as of July 1, 2010 (“Effective Date”), by and between Conmed Healthcare Management, Inc., a Maryland corporation (the “Company”), and Howard M. Haft, M.D. (“Dr. Haft”).

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