EXHIBIT 2.1 FINAL - EXECUTION COPY AGREEMENT AND PLAN OF MERGER AND REORGANIZATION E-MEDSOFT.COM TLC ACQUISITION CORPORATION, AND TENDER LOVING CARE HEALTH CARE SERVICES, INC. OCTOBER 18, 2001 TABLE OF CONTENTSMerger Agreement • October 25th, 2001 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • Delaware
10.1 SETTLEMENT AGREEMENTSettlement Agreement • January 16th, 2001 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services
10.17 TENDER LOVING CARE HEALTH CARE SERVICES, INC. 1999 STOCK OPTION PLAN October 20, 1999 Willard T. DerrStock Option Agreement • June 6th, 2000 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services
1 EXHIBIT 10.14 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") dated as of October 20, 1999 by and between TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware Corporation ("TLC" or the "Corporation"), and Willard T. Derr who resides at...Employment Agreement • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • New York
EMPLOYMENT AGREEMENT WITH STEPHEN SAVITSKYEmployment Agreement • October 25th, 2001 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • New York
EXHIBIT 10.15 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") dated as of October 20, 1999 by and between TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware Corporation ("TLC" or the "Corporation"), and Renee J. Silver, Esq. who resides...Employment Agreement • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • New York
EXHIBITGuaranty Agreement • January 19th, 2000 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services
EMPLOYMENT AGREEMENT WITH DALE R. CLIFTEmployment Agreement • October 25th, 2001 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • New York
SUBLEASE This Sublease made the 20th day of October, 1999, between Staff Builders, Inc., a New York Corporation, hereinafter referred to as Sublandlord, and ATC Healthcare Services, Inc., a Georgia Corporation, hereinafter referred to as Subtenant....Sublease • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services
EMPLOYMENT AGREEMENT WITH DAVID SAVITSKYEmployment Agreement • October 25th, 2001 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • New York
1 EXHIBIT 10.29 FIRST LEASE AMENDMENT AGREEMENT, made this 28th day of October, 1998 between MATTERHORN USA, INC., having an address at c/o BDG Management, Inc., 6800 Jericho Turnpike, Syosset, New York 11791 (the "Landlord") and STAFF BUILDERS, INC....Lease Amendment • April 14th, 1999 • Tender Loving Care Health Care Services Inc/ Ny
1 EXHIBIT 10.4 TRADEMARK LICENSE AGREEMENT This Trademark License Agreement (the "Agreement") made and entered into this 20th day of October, 1999, by and between STAFF BUILDERS, INC., a Delaware corporation ("LICENSOR"), and TENDER LOVING CARE HEALTH...Trademark License Agreement • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • New York
EXHIBIT 10.9 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT...Warrant Agreement • October 25th, 2001 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services
EXHIBIT 10.21 TENDER LOVING CARE HEALTH CARE SERVICES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • Delaware
WITNESSETH:Shareholder Agreement • October 25th, 2001 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • Delaware
WITNESSETH:Stock Option Agreement • October 25th, 2001 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • Delaware
AGREEMENTMerger Agreement • October 25th, 2001 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services
This Agreement is made this 18th day of October, 2001 by and among Tender Loving Care Health Care Services, Inc., a Delaware corporation ("Company"), Stephen Savitsky, David Savitsky and Dale R. Clift.
EXHIBIT 10.14 TENDER LOVING CARE HEALTH CARE SERVICES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 14th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Delaware
1 EXHIBIT 10.18 TENDER LOVING CARE HEALTH CARE SERVICES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • Delaware
EMPLOYMENT AGREEMENT WITH DAVID SAVITSKYEmployment Agreement • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • New York
RECITALSTransitional Services Agreement • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • New York
EMPLOYMENT AGREEMENT WITH STEPHEN SAVITSKYEmployment Agreement • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • New York
1 EXHIBIT 10.38 AGREEMENT AND RELEASE WHEREAS, the parties to this Agreement and Release, STAFF BUILDERS, INC., a New York Corporation ("STAFF BUILDERS" or the "CORPORATION") and CYNTHIA NYE, an individual who resides at 1 Prospect Rd., Centerport,...Agreement and Release • April 14th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • New York
EXHIBIT 10.18 TENDER LOVING CARE HEALTH CARE SERVICES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 14th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Delaware
1 EXHIBIT 10.19 TENDER LOVING CARE HEALTH CARE SERVICES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • Delaware
EMPLOYMENT AGREEMENT WITH DALE R. CLIFTEmployment Agreement • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • New York
RECITALSDistribution Agreement • April 14th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • New York
EXHIBIT 10.3 CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND TENDER LOVING CARE, INC. PREAMBLE Staff Builders, Inc. (a New York corporation), Staff Builders Services, Inc., Staff...Corporate Integrity Agreement • October 16th, 2000 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services
August 20, 1999Amendment and Forbearance Agreement • September 3rd, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services
1 Exhibit 10.23 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This First Amendment to the Second Amended and Restated Loan and Security Agreement ("Amendment"), dated October 20, 1999, is entered into by and among each of...Loan and Security Agreement • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • Pennsylvania
RECITALSEmployee Benefits Agreement • October 20th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • New York
October 18, 2001 Mr. Stephen Savitsky Mr. David Savitsky Mr. Dale R. Clift c/o Tender Loving Care Health Care Services, Inc. 1983 Marcus Avenue Lake Success, New York 11042 Gentlemen: We refer to (i) the Employment Agreements, each dated as of the...Guarantee Agreement • October 25th, 2001 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services
We refer to (i) the Employment Agreements, each dated as of the date hereof (collectively, the "Employment Agreements"), between Tender Loving Care Health Care Services, Inc. ("Company") and Stephen Savitsky, David Savitsky and Dale R. Clift, respectively, and (ii) the Agreement, dated the date hereof, by and among Company, Stephen Savitsky, David Savitsky and Dale R. Clift (the "Additional Payment Agreement").
FIRST AMENDMENT TO SALE AND SUBSERVICING AGREEMENTSale and Subservicing Agreement • July 20th, 2000 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services
1 EXHIBIT 10.39 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Mellon Bank, N.A.Loan and Security Agreement • October 4th, 1999 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services • Pennsylvania
For use without spousal consent] SPLIT-DOLLAR LIFE INSURANCE AGREEMENT This Agreement is entered into as of ___________19___ by and between Staff Builders, Inc., a Delaware corporation, (the "Company") and _____________ ("Employee") in reference to...Split-Dollar Life Insurance Agreement • April 14th, 1999 • Tender Loving Care Health Care Services Inc/ Ny
