BetweenRights Agreement • June 5th, 2000 • Hooper Holmes Inc • Services-home health care services • New York
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 12th, 1999 • Hooper Holmes Inc • Services-home health care services • New York
AMENDMENT NUMBER 2 dated March 14, 2000Rights Agreement • March 30th, 2000 • Hooper Holmes Inc • Services-home health care services
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • February 22nd, 2000 • Hooper Holmes Inc • Services-home health care services • Missouri
CREDIT AGREEMENT dated as of December 19, 1996 by and among HOOPER HOLMES, INC. as Borrower, THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF as Lenders,Credit Agreement • March 31st, 1997 • Hooper Holmes Inc • Services-home health care services • New Jersey
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 31, 2017, by and between HOOPER HOLMES, INC., a New York corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
BY AND AMONG HOOPER HOLMES, INC. AS BORROWER, THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF AS LENDERS, AND FIRST FIDELITY BANK, NATIONAL ASSOCIATION AS AGENTCredit Agreement • March 29th, 1996 • Hooper Holmes Inc • Services-help supply services • New Jersey
PURCHASE AGREEMENTPurchase Agreement • September 1st, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of August 31, 2017, by and between HOOPER HOLMES, INC., a New York corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
HOOPER HOLMES, INC. COMMON STOCK COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORKStock Certificate • February 22nd, 2000 • Hooper Holmes Inc • Services-home health care services
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF FOUR CENTS ($0.04) EACH OF THE COMMON STOCK OF HOOPER HOMES, INC. transferable on the books of the Corporation in person or by duly authorized Attorney on surrender of the Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereto affixed.
AMENDED AND RESTATED CREDIT AGREEMENT amongCredit Agreement • May 12th, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec
This AMENDED AND RESTATED CREDIT AGREEMENT (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) dated as of May 11, 2017 (the “Closing Date”), among HOOPER HOLMES, INC., a New York corporation (“Borrower”), the financial institutions party hereto from time to time as lenders (each a “Lender” and collectively, the “Lenders”) and SWK FUNDING LLC (in its individual capacity, “SWK”), as Agent for all Lenders amends and restates that certain Credit Agreement (as amended prior to the date hereof, the “Existing Credit Agreement”) dated as of April 17, 2015, among Borrower, Lenders, and Agent.
AMONGAsset Purchase Agreement • September 17th, 1999 • Hooper Holmes Inc • Services-home health care services • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 31st, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (“Agreement”) is made as of the date indicated below on the acceptance page hereof, by and between HOOPER HOLMES, INC., a New York corporation having its principal offices at 560 North Rogers Road, Olathe, Kansas 66062 (the “Company”) and the investors (each, a “Purchaser”) who execute a counterpart to this Agreement. Each Purchaser shall execute a separate Agreement with the amount being subscribed for set forth on their respective signature pages and with the understanding that all of the Agreements, taken together, constitute a single offering of the Company’s securities.
GUARANTEE AND COLLATERAL AGREEMENT dated as of April 17, 2015 betweenGuarantee and Collateral Agreement • April 21st, 2015 • Hooper Holmes Inc • Services-misc health & allied services, nec
GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 17, 2015 (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), made by each signatory hereto (together with any other Person that becomes a party hereto as provided herein, “Grantors”), in favor of SWK FUNDING LLC, as Agent (“Agent”) for the benefit of all Lenders party to the Credit Agreement (as hereafter defined).
Common Stock Purchase Warrant (the “Warrant”)Warrant Agreement • May 12th, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
This Warrant is issued pursuant to that certain Securities Purchase Agreement, dated as of even date herewith, by and between the Company and Initial Holder, pursuant to which Initial Holder acquired certain Units comprised of Common Stock and Warrants (the “Purchase Agreement”). Capitalized terms not otherwise used herein shall be as defined in the Securities Purchase Agreement between the Company and the original purchaser of this Warrant, dated as of even date herewith.
CREDIT AND SECURITY AGREEMENT by and amongCredit and Security Agreement • May 3rd, 2016 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
THIS CREDIT AND SECURITY AGREEMENT (the “Agreement”) dated as of April 29, 2016, is entered into by and among HOOPER HOLMES, INC., a New York corporation (“Hooper Holmes”), HOOPER DISTRIBUTION SERVICES, LLC, a New Jersey limited liability company (“Hooper Distribution”), HOOPER WELLNESS, LLC, a Kansas limited liability company (“Hooper Wellness”), ACCOUNTABLE HEALTH SOLUTIONS, LLC, a Kansas limited liability company (“Accountable Health”), HOOPER INFORMATION SERVICES, INC., a New Jersey corporation (“Hooper Information”), HOOPER KIT SERVICES, LLC, a Kansas limited liability company (“Hooper Kit”), and any additional borrower that may hereafter be added to this Agreement (together with Hooper Holmes, Hooper Distribution, Hooper Wellness, Accountable Health, Hooper Information, and Hooper Kit, individually as a “Borrower,” and collectively as “Borrowers”), and SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (the “Lender”).
EMPLOYEE RETENTION AGREEMENTEmployee Retention Agreement • May 23rd, 2006 • Hooper Holmes Inc • Services-misc health & allied services, nec • New Jersey
AGREEMENT by and between Hooper Holmes, Inc., a New York corporation (the “Company”), and Michael Shea (the “Employee”), dated as of the 23rd day of May, 2006.
HOOPER HOLMES, INC. OPTION AWARD AGREEMENT (Non-Qualified Stock Option)Option Award Agreement • December 21st, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
Hooper Holmes, Inc., a New York corporation (the “Company”), hereby grants to the individual listed below (the “Grantee”) an Option, subject to the terms, conditions and restrictions of the Hooper Holmes, Inc. 2011 Omnibus Employee Incentive Plan (the “Plan”) and this Option Award Agreement, including the attached Appendix A (the Option Award Agreement and Appendix A are collectively referred to as the “Award Agreement”). The capitalized terms not specifically defined in this Award Agreement shall have the meanings specified in the Plan.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 16th, 2015 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
This Indemnification Agreement (“Agreement”), dated as of [DATE], is between Hooper Holmes, Inc., a New York corporation (including its subsidiaries, the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of October 29, 1999Revolving Credit and Term Loan Agreement • November 15th, 1999 • Hooper Holmes Inc • Services-home health care services • New Jersey
Employment AgreementEmployment Agreement • December 21st, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec • Kansas
This Employment Agreement (“Agreement”) is made as of May 11, 2017 (the “Effective Date”), by and between Hooper Holmes, Inc., a New York corporation, with its principal office at 560 N. Rogers Road, Olathe, Kansas 66062 (the “Company”) and Mark Clermont, with a principal address of 6 Leonard Parkway, Shrewsbury, MA 01545 (“Executive”).
ContractWarrant Agreement • August 14th, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAWS OR (II) AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAWS, AND IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
ASSET PURCHASE AGREEMENT BY AND AMONG JEFFERSON ACQUISITION, LLC, AS THE BUYER, HOOPER WELLNESS, LLC, AS HOLDCO HOOPER HOLMES, INC., AS THE BUYER PARENT ACCOUNTABLE HEALTH SOLUTIONS, INC., AS THE SELLER, AND ACCOUNTABLE HEALTH, INC., AS THE...Asset Purchase Agreement • May 21st, 2015 • Hooper Holmes Inc • Services-misc health & allied services, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 17, 2015 (the “Closing Date”), is made and entered into by and among (a) Jefferson Acquisition, LLC, a Kansas limited liability company and a wholly owned subsidiary of Hooper Wellness, LLC (the “Buyer”), (b) Hooper Holmes, Inc., a New York corporation (“Buyer Parent”), (c) Hooper Wellness, LLC, a Kansas limited liability company and a wholly owned subsidiary of Buyer Parent (“Hooper Wellness”) (d) Accountable Health Solutions, Inc., an Indiana corporation (the “Seller”), and (e) Accountable Health, Inc., a Delaware corporation (“Shareholder”).
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 31, 2018 (the “Effective Date”), is entered into by and among HOOPER HOLMES, INC., a New York...Credit Agreement • August 14th, 2018 • Hooper Holmes Inc • Services-misc health & allied services, nec
RESIGNATION AND RELEASE AGREEMENTResignation and Release Agreement • August 30th, 2005 • Hooper Holmes Inc • Services-misc health & allied services, nec • New Jersey
THIS RESIGNATION AND RELEASE AGREEMENT (“Agreement”) is made by and between James M. McNamee (hereinafter “MCNAMEE”) and Hooper Holmes, Inc. (“HOOPER”):
Employment AgreementEmployment Agreement • November 18th, 2013 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
This Employment Agreement ("Agreement") is made as of the 30th day of September, 2013 (the "Effective Date"), by and between Hooper Holmes, Inc., a New York corporation, with its principal office at 170 Mt. Airy Road, Basking Ridge, New Jersey 07920 (the "Company") and Henry E. Dubois ("Executive").
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 14th, 2014 • Hooper Holmes Inc • Services-misc health & allied services, nec
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (“First Amendment”), dated as of July 7, 2014, is entered into by and between HOOPER HOLMES, INC. (“Seller”), and MCELROY DEUTSCH MULVANEY & CARPENTER, LLP (“Purchaser”), with reference to the following facts:
AMENDMENT NO. 1 TO PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENTPurchase Agreement • December 21st, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec • Illinois
This Amendment No. 1 (the “Amendment”) is entered into this 30th day of November 2017 (“Amendment Effective Date”), by and between HOOPER HOLMES, INC., a New York corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”), and amends that certain Purchase Agreement, dated as of August 31, 2017, between the Investor and the Company (the “Purchase Agreement”), and that certain Registration Rights Agreement, dated as of August 31, 2017, between the Investor and the Company (the “Registration Rights Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement or the Registration Rights Agreement, as applicable.
LOAN AND SECURITY AGREEMENT BETWEEN KELTIC FINANCIAL PARTNERS II, LP AND HOOPER HOLMES, INC.Loan and Security Agreement • March 6th, 2013 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
This LOAN AND SECURITY AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”) between KELTIC FINANCIAL PARTNERS II, LP, a Delaware limited partnership (“Lender”) and HOOPER HOLMES, INC., a corporation organized under the laws of the State of New York (“Borrower”), is dated the date of execution by Lender on the signature page of this Agreement (the “Effective Date”).
FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 14th, 2014 • Hooper Holmes Inc • Services-misc health & allied services, nec
THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (“First Amendment”), dated as of July 18, 2014, is entered into by and between HOOPER HOLMES, INC. (“Seller”), and MCELROY DEUTSCH MULVANEY & CARPENTER, LLP (“Purchaser”), with reference to the following facts:
ASSET PURCHASE AGREEMENT BY AND BETWEEN PISTON ACQUISITION, INC. AND HOOPER HOLMES, INC.Asset Purchase Agreement • November 18th, 2013 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
This ASSET PURCHASE AGREEMENT is dated as of August 15, 2013 (this “Agreement”), by and between Piston Acquisition, Inc., a New York corporation (including its successors and permitted assigns, the “Buyer”), and Hooper Holmes, Inc., a New York corporation (“Seller”). Buyer and Seller are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”.
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (SECOND)Credit Agreement • March 15th, 2004 • Hooper Holmes Inc • Services-misc health & allied services, nec • New Jersey
This AMENDMENT (“Amendment”) dated as of October 30, 2003 is by and between WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as an individual Lender and as Lead Arranger and Administrative Agent (“Wachovia”), FLEET NATIONAL BANK (formerly known as Fleet Bank, N.A.), as an individual Lender and as Documentation Agent, (“Fleet”), BROWN BROTHERS HARRIMAN & CO., as an individual Lender (“Brown Brothers”, Wachovia, Fleet and Brown Brothers in their capacity as individual Lenders are hereinafter, collectively the “Lenders”, Wachovia in its capacity as the Lead Arranger and Administrative Agent is hereinafter the “Agent”, and Fleet in its capacity as the Documentation Agent is hereinafter the “Documentation Agent”) and HOOPER HOLMES, INC., a New York corporation, (“Borrower”).
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (THIRD)Credit Agreement • May 2nd, 2006 • Hooper Holmes Inc • Services-misc health & allied services, nec • New Jersey
This AMENDMENT (“Amendment”) dated as of April 25, 2006 is by and between WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as an individual Lender and as Lead Arranger and Administrative Agent (“Wachovia”), BANK OF AMERICA, N.A (formerly known as Fleet National Bank), as an individual Lender and as Documentation Agent, (“BOA”), BROWN BROTHERS HARRIMAN & CO., formerly as an individual Lender (“Brown Brothers”, and Wachovia and BOA in their capacity as individual Lenders are hereinafter, collectively the “Lenders”, Wachovia in its capacity as the Lead Arranger and Administrative Agent is hereinafter the “Agent”, and BOA in its capacity as the Documentation Agent is hereinafter the “Documentation Agent”)) and HOOPER HOLMES, INC., a New York corporation (“Borrower”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 30th, 2016 • Hooper Holmes Inc • Services-misc health & allied services, nec • Kansas
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 28th day of March, 2016 by and between HOOPER HOLMES, INC., a New York corporation (the “Company”), and 200 NNH, LLC a California limited liability company (the “Investor”).
JOINDER AGREEMENTJoinder Agreement • April 21st, 2015 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of April 17, 2015 to the Unconditional and Continuing Guaranty, dated as of February 28, 2013 (the “Guaranty”) by Hooper Distribution Services, LLC, Hooper Information Services, Inc., Mid-America Agency Services, Inc. and TEG Enterprises, Inc. in favor of ACF FinCo I LP, as assignee of Keltic Financial Partners II, LP, a Delaware limited partnership (the “Lender”), is by and between Jefferson Acquisition, LLC, a Kansas limited liability company (“Jefferson Acquisition”), Hooper Wellness, LLC, a Kansas limited liability company (“Hooper Wellness”, collectively with Jefferson Acquisition, the “New Guarantor”), and the Lender.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2013 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of March 28, 2013 (this “Amendment”), to the Revolving Credit Agreement, dated as of February 28, 2013 (the “Loan Agreement”), between Keltic Financial Partners II, LP, a Delaware limited partnership (the “Lender”), and Hooper Holmes, Inc., a New York corporation (the “Borrower”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
