CREDIT AGREEMENT amongCredit Agreement • April 21st, 2015 • Hooper Holmes Inc • Services-misc health & allied services, nec
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above.
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).
ContractWarrant Agreement • April 21st, 2015 • 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 • April 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”).
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.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • April 21st, 2015 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
JEFFERSON ACQUISITION, LLC, a Kansas limited liability company and wholly owned subsidiary of Hooper Wellness, LLC (“Jefferson”),
CONSENT AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 21st, 2015 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
CONSENT AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of April 17, 2015 (this “Amendment”), to the Loan and Security Agreement, dated as of February 28, 2013, as amended by the First Amendment to Loan and Security Agreement dated as of March 28, 2013, and the Second Amendment to Loan and Security Agreement dated as of July 9, 2014 (as amended, the “Loan Agreement”), between ACF FinCo I LP, as assignee of 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.
JOINDER AND FIRST AMENDMENT TO PLEDGE AGREEMENTPledge Agreement • April 21st, 2015 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
THIS JOINDER AND FIRST AMENDMENT, dated as of April 17, 2015 (this “Amendment”), to the Pledge Agreement, dated as of February 28, 2013 (the “Pledge Agreement”) by Hooper Holmes, Inc. (the “Original Pledgor”) in favor of ACF FinCo I LP, as assignee of Keltic Financial Partners II, LP, a Delaware limited partnership (the “Pledgee”), is by and between the Original Pledgor and Hooper Wellness, LLC, a Kansas limited liability company (“Hooper Wellness,” and together with the Original Pledgor, the “Pledgors”) and the Pledgee.
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 21st, 2015 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
THIS INTERCREDITOR AGREEMENT dated as of April 17, 2015 (this "Agreement") by SWK Funding LLC (in its individual capacity, “SWK”), as Agent for the lenders party to the Credit Agreement of even date herewith among Hooper Holmes, Inc., a New York corporation (the “Borrower”), the lenders party thereto (the “Junior Lenders”), and SWK, as agent (the “Agent”) for the Junior Lenders (the Agent and the Junior Lenders being hereinafter referred to collectively as the "Junior Lender"), in favor of ACF FinCo I LP, as assignee of Keltic Financial Partners II, LP, a Delaware limited partnership (the “Senior Lender”).
