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
SECTION IWarrant Agreement • November 14th, 2000 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • Delaware
BLUE CROSS & BLUE SHIELD -- MEDICARE RISK PLAN CONTRACTING PROVIDER SERVICES AGREEMENT THIS AGREEMENT effective the ___ day of ______, 1996 (the "Effective Date"), by and between the Blue Cross & Blue Shield of Connecticut, Inc. ("BC&BS"), doing...Services Agreement • June 24th, 1999 • Saratoga Resources Inc • Services-offices & clinics of doctors of medicine • Connecticut
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
LEASE AGREEMENT DATED: 9/1 , 1995 BETWEENLease • June 24th, 1999 • Saratoga Resources Inc • Services-offices & clinics of doctors of medicine
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
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...Opticare Health Systems Inc • February 11th, 2002 • Services-specialty outpatient facilities, nec • Delaware
BETWEENAsset Purchase Agreement • February 10th, 2003 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
EXHIBIT 2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 27th, 2002 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
By and Among REFAC,Agreement and Plan of Merger • August 23rd, 2005 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • Delaware
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
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
THIS 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 DEFEINED HEREIN), AND IS SUBJECT TO THE TERMS AND...Opticare Health Systems Inc • November 14th, 2000 • Services-offices & clinics of doctors of medicine • 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
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
OPTICARE HEALTH SYSTEMS, INC. PROMISSORY NOTEOpticare Health Systems Inc • January 31st, 2006 • Services-specialty outpatient facilities, nec • 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
TRUST AGREEMENTTrust Agreement • April 1st, 2002 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • Connecticut
SECTION ONEOpticare Health Systems Inc • May 12th, 2000 • Services-offices & clinics of doctors of medicine • North Carolina
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
Exhibit 10.44 SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (the "AGREEMENT") dated as of March 29, 2004, is entered into between...Loan and Security Agreement • March 30th, 2004 • 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
WITNESSETH:Registration Rights Agreement • April 1st, 2005 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
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),...Opticare Health Systems Inc • November 29th, 2001 • Services-specialty outpatient facilities, nec • New York
ARTICLE I DEMISE, PREMISES, TERM, OPTION, RENTSLease • June 24th, 1999 • Saratoga Resources Inc • Services-offices & clinics of doctors of medicine • Connecticut
GUARANTYGuaranty • August 30th, 1999 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • New York
FOREmployment Agreement • August 14th, 2000 • Opticare Health Systems 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
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
FOREmployment Agreement • December 3rd, 2001 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • Connecticut
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...Opticare Health Systems Inc • February 11th, 2002 • Services-specialty outpatient facilities, nec • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • March 30th, 2000 • Opticare Health Systems Inc • Services-offices & clinics of doctors of medicine • Florida
LOAN AGREEMENTLoan Agreement • January 31st, 2006 • Opticare Health Systems Inc • Services-specialty outpatient facilities, nec • New York
