0000930413-09-005291 Sample Contracts

WAIVER TO SECURITIES AMENDMENT AND PURCHASE AGREEMENT
Securities 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”).

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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, 2009
Guarantee 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”).

SUBORDINATION AGREEMENT
Subordination 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.

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