VOTING AGREEMENTVoting Agreement • January 30th, 2007 • National Home Health Care Corp • Services-home health care services • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of November 28, 2006, by and among AG Home Health LLC, a Delaware limited liability company (“Parent”), AG Home Health Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), and each of the persons listed on Schedule A hereto (each a “Principal Shareholder” and, collectively, the “Principal Shareholders”). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented and otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Acquisition Corp. and National Home Health Care Corp., a Delaware corporation (the “Company”).
ContractSubordinated Note • January 30th, 2007 • National Home Health Care Corp • Services-home health care services
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBJECT TO THE INTERCREDITOR AGREEMENT REFERRED TO HEREIN, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.
CONTRIBUTION AGREEMENTContribution Agreement • January 30th, 2007 • National Home Health Care Corp • Services-home health care services • New York
This CONTRIBUTION AGREEMENT, dated as of November 28, 2006 (this “Agreement”), by and among National Home Health Care Corp., a Delaware corporation (the “Company”), AG Home Health Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), AG Home Health LLC, a Delaware limited liability company (the “Parent”), and Frederick Fialkow, an individual (“Fialkow”).
