RECITALSStock Purchase Agreement • November 15th, 1999 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • Connecticut
LEASE AGREEMENT DATED: 9/1 , 1995Lease Agreement • June 24th, 1999 • Saratoga Resources Inc • Services-offices & clinics of doctors of medicine
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as heretofore amended and as may be further amended, restated, modified and supplemented from time to time)...Loan and Security Agreement • November 14th, 2000 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • New York
WARRANT AGREEMENT THIS WARRANT AGREEMENT dated as of August 13, 1999 (amended, supplemented or modified from time to time, the "Warrant Agreement") by and between OPTICARE HEALTH SYSTEMS, INC. f/k/a SARATOGA RESOURCES, INC., a Delaware corporation...Warrant Agreement • August 30th, 1999 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • New York
Schedule 1.1(f) List of Owner Facilities Schedule 1.1(l) Exceptions to Practice Revenues Schedule 2.2(b) Exceptions to HSO Buying Group Schedule 2.3 Supplemental Services Schedule 4.4 Form of Statement of Practice Revenues Schedule 6.9 Exceptions to...Services Agreement • June 24th, 1999 • Saratoga Resources Inc • Services-offices & clinics of doctors of medicine • Delaware
SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made as of the 10th day of October 2000 by and among each of the parties listed on the signature pages hereto (collectively, the "Debtors" and each, a "Debtor"), in favor of ALEXANDER...Security Agreement • November 14th, 2000 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • New York
AMENDMENT NO. 1 This Amendment No. 1, dated November__, 2005 (this "Amendment"), amends the Agreement and Plan of Merger, (the "Agreement"), dated as of August 22, 2005, by and among REFAC, a Delaware corporation ("Parent"), OptiCare Merger Sub, Inc.,...Agreement and Plan of Merger • November 14th, 2005 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • Delaware
GUARANTYGuaranty • August 30th, 1999 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • New York
By and Among REFAC,Merger Agreement • August 23rd, 2005 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • Delaware
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2000 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • New York
Exhibit 10-8 NORTH CAROLINA NASH COUNTY SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") is entered into this 9 day of April, 1999, by, between and among D. Blair Harrold, O.D., Allan L. M. Barker, O.D., and Optometric Eye Care Center,...Settlement Agreement • June 24th, 1999 • Saratoga Resources Inc • Services-offices & clinics of doctors of medicine • North Carolina
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT dated as of August 13, 1999 (as amended, supplemented or modified from time to time, the "Registration Rights Agreement") between OPTICARE HEALTH SYSTEMS, INC., a Delaware corporation...Registration Rights Agreement • December 17th, 1999 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • New York
EXHIBIT 2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 27th, 2002 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT dated as of August 13, 1999 (as amended, supplemented or modified from time to time, the "Registration Rights Agreement") between OPTICARE HEALTH SYSTEMS, INC., a Delaware corporation...Registration Rights Agreement • November 29th, 2001 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • March 30th, 2000 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • Florida
BETWEENAsset Purchase Agreement • February 10th, 2003 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2005 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec
PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made as of the 13th day of August, 1999, by and among each of OPTICARE HEALTH SYSTEMS, INC., a Delaware corporation (the "Parent"), OPTICARE EYE HEALTH CENTERS,...Pledge and Security Agreement • August 30th, 1999 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • New York
AMENDMENT TO SECURITY AGREEMENT THIS AMENDMENT TO SECURITY AGREEMENT (this "Amendment") is made as of the 5th day of January, 2001 by and among each of the parties listed on the signature pages hereto (collectively, the "Debtors" and each, a...Security Agreement • November 29th, 2001 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, OR ASSIGNED EXCEPT (I) PURSUANT TO REGISTRATION THEREOF UNDER SUCH LAWS, OR (II) IF, IN...Warrant Agreement • February 11th, 2002 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • Delaware
WITNESSETH:Lease • March 18th, 2003 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec
WITNESSETH:Registration Rights Agreement • April 1st, 2005 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
TRUST AGREEMENTTrust Agreement • April 1st, 2002 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • Connecticut
BETWEEN O.C. REALTY ASSOCIATES LIMITED PARTNERSHIP (LANDLORD) AND OPTICARE EYE HEALTH CENTER, P.C. - WATERBURY (TENANT) PROPERTY: 54 PARK LANE ROAD NEW MILFORD, CONNECTICUT INDEXLease Agreement • June 24th, 1999 • Saratoga Resources Inc • Services-offices & clinics of doctors of medicine
ARTICLE I DEMISE, PREMISES, TERM, OPTION, RENTSLease Agreement • June 24th, 1999 • Saratoga Resources Inc • Services-offices & clinics of doctors of medicine • Connecticut
RECITALSRegistration Rights Agreement • February 11th, 2002 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
FOREmployment Agreement • December 3rd, 2001 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • Connecticut
SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made as of the 13th day of August, 1999, by and among each of the parties listed on the signature pages hereto (collectively, the "Debtors" and each, a "Debtor"), in favor of BANK...Security Agreement • August 30th, 1999 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • New York
TERM NOTE BTerm Note • November 19th, 2003 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as heretofore amended and as may be further amended, restated, modified and supplemented from time to time)...Loan and Security Agreement • November 29th, 2001 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
FOREmployment Agreement • August 14th, 2000 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • Connecticut
EXECUTION COPY] THIS AMENDED AND RESTATED SECURED PROMISSORY NOTE MAY NOT BE ASSIGNED WITHOUT THE PRIOR CONSENT OF BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., AS AGENT FOR THE LENDERS UNDER THE BANK AUSTRIA LOAN AGREEMENT (AS DEFINED HEREIN),...Secured Promissory Note • November 29th, 2001 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF AUGUST 13, 1999Loan and Security Agreement • August 30th, 1999 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • New York
WITNESSETH:Lease Agreement • May 12th, 2000 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • North Carolina
RECITALSRevolving Credit, Term Loan and Security Agreement • April 1st, 2005 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec
