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EXHIBIT 10.15
SECOND ADDENDUM TO
MANAGEMENT AND AFFILIATION AGREEMENT
This Second Addendum to Management and Affiliation Agreement (this
"Second Addendum") is made to be effective as of November 1, 1996, by and
between Mental Health Cooperative, Inc., a Tennessee non-profit corporation
("Provider") and Collaborative Care Corporation, a Tennessee for-profit
corporation formerly known as Tennessee Mental Health Cooperative, Inc.
("Manager").
RECITALS
A. Provider and Manager entered into a Management and Affiliation
Agreement ("Agreement"), a Provider Services Agreement ("Services Agreement")
and Addendum to Management and Affiliation Agreement ("Addendum").
B. Provider and Manager wish to amend the terms of the Agreement and
Addendum by entering into this Second Addendum.
NOW, THEREFORE, Manager and Provider, intending to be legally bound
hereby, agree as follows:
AGREEMENT
1. The Term of the Agreement and Services Agreement is extended
through April 30, 2002.
2. Section 11.1 of the Agreement is amended to the extent that
Provider shall be eligible to purchase additional shares of Common Stock of PMR
pursuant to Section 11.1 with respect to each fiscal year of Manager through the
fiscal year ending April 30, 2002, provided that the Agreement shall not have
been terminated as of the end of any such reference year, instead of only with
respect to fiscal years ending during the original five (5) year term provided
therein. The terms of the Stock Warrant Agreement referred to in Section 11.1
shall be amended or restated accordingly.
3. Manager is hereby released from any obligation to create a
network of entities to provide case management services outside the State of
Tennessee and to have those entities become Case Managers under the terms of the
Agreement as is specified in Paragraph 6 of the Addendum. Provider shall
nevertheless assist Manager in the development of its case management business
by allowing visitors and Manager's prospective business affiliates/customers to
observe Provider's operations, assist in the
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development of protocols and otherwise cooperate with Manager to enhance its
case management business.
4. Provider shall not be entitled to any compensation in any form
whatsoever except as provided in the Agreement and in particular, Provider
waives all claims and releases Manager and PMR from all claims for compensation
in any form whatsoever relating to Manager's and PMR's case management
activities outside of Tennessee.
5. In consideration of paragraphs 1, 2, and 4 hereof, the following
Section 11.1.1 shall be added to the Agreement:
"SUPPLEMENTAL STOCK WARRANTS. Manager has agreed to cause PMR to
grant to Provider the option to purchase up to 30,000 additional
shares of Common Stock of PMR subject to the terms of the Stock
Warrant Agreement and Registration Rights Agreement in the forms
attached hereto as Exhibits "A" and "B" which in summary provide:
Beginning with PMR's fiscal year ending April 30, 1997 and at the
end of each fiscal year thereafter that the Agreement remains in
effect through April 30, 2002, Provider shall have the right to
purchase at the then current-market-rate (as defined in Section
11.1) 5,000 shares of Common Stock of PMR."
6. For the purposes hereof, all capitalized terms used herein shall
have the definitions associated therewith in the Agreement.
7. All terms and conditions of the Agreement, Service Agreement and
Addendum shall remain in full force and effect except as modified herein and
each party by execution hereof hereby confirms that the other party has complied
with all terms of the Agreement, Services Agreement and Addendum.
[SIGNATURES ON THE FOLLOWING PAGE.]
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Addendum to be executed on the day and year first written above.
PROVIDER: MENTAL HEALTH COOPERATIVE, INC.
a Tennessee non-profit corporation
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
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Title:Executive Director
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MANAGER: COLLABORATIVE CARE CORPORATION
a Tennessee for-profit corporation
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title:
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