CREDIT AGREEMENT amongCredit Agreement • May 21st, 2015 • Hooper Holmes Inc • Services-misc health & allied services, nec
This CREDIT AGREEMENT (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) dated as of April 17, 2015 (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.
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”).
HOOPER HOLMES, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATIONHooper Holmes Inc • May 21st, 2015 • Services-misc health & allied services, nec
On April 17, 2015, Hooper Holmes, Inc. (the "Company") entered into and consummated an Asset Purchase Agreement (the "Purchase Agreement") among the Company and certain of its subsidiaries, Accountable Health Solutions, Inc. ("AHS") and Accountable Health, Inc. (the "Seller" or "AHI"). Pursuant to the Purchase Agreement, the Company has acquired substantially all the operations, assets and certain liabilities representing the health and wellness business of AHI for approximately $7 million, $4 million in cash and 6,500,000 shares of the Company’s common stock, $0.04 par value, subject to a working capital adjustment as described in the Purchase Agreement (the "Acquisition"). There were 5,576,087 shares of Common Stock delivered to the Seller at closing and 326,087 shares of Common Stock were held back for the working capital adjustment, and 597,826 shares of Common Stock were held back for indemnification purposes.
