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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 12th, 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.
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.
HOOPER HOLMES, INC. OPTION AWARD AGREEMENT (Non-Qualified Stock Option)Option Award Agreement • May 12th, 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.
ContractWarrant Agreement • May 12th, 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.
Re: Credit Agreement Side LetterCredit Agreement Side Letter • May 12th, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec
We refer to the Limited Guaranty Agreement, dated May 11, 2017 (the “Guaranty”), pursuant to which Century Focused Fund III, LP (“Century”) will guarantee funds loaned to Hooper Holmes, Inc. (the “Hooper”) by SWK Funding LLC and certain lenders arranged thereby (collectively, “SWK”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Guaranty. In order to induce Century to provide the Guaranty, Hooper hereby covenants and agrees as follows.
OMNIBUS JOINDER TO LOAN DOCUMENTS AND THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND LIMITED WAIVERCredit and Security Agreement • May 12th, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
THIS OMNIBUS JOINDER TO LOAN DOCUMENTS AND THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND LIMITED WAIVER (this “Agreement”), entered into as of May 11, 2017, is made and entered into by and among SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (“Lender”), 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”), and HOOPER KIT SERVICES, LLC, a Kansas limited liability company (“Hooper Kit”, together with Hooper Holmes, Hooper Distribution, Hooper Wellness, Accountable Health, and Hooper Information, individually, as an “Existing Borrower,” and collectively as “Existing Borrowers”), and, immediate
VOTING AND STANDSTILL AGREEMENTVoting and Standstill Agreement • May 12th, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec • New York
THIS VOTING AND STANDSTILL AGREEMENT (this “Agreement”), dated as of May 11, 2017 (the “Effective Date”), is by and among Hooper Holmes, Inc., a New York corporation (the “Parent”), and Century Focused Fund III, LP, a Delaware limited partnership (the “Seller”).
LIMITED GUARANTY AGREEMENTLimited Guaranty Agreement • May 12th, 2017 • Hooper Holmes Inc • Services-misc health & allied services, nec
LIMITED GUARANTY AGREEMENT (“Agreement”) dated as of May 11, 2017 delivered to SWK FUNDING LLC, a Delaware limited liability company, as agent for the lenders party to the Credit Agreement (as hereafter defined) (the “Agent”) by CENTURY FOCUSED FUND III, LP, a Delaware limited partnership (the “Guarantor”) and acknowledged by Borrower as defined below.
