0000930413-08-007498 Sample Contracts

Registration Rights Agreement dated as of December 23, 2008 among HC Innovations, Inc., the Subsidiary Guarantors Listed Herein and the Noteholders Listed Herein
Registration Rights Agreement • December 31st, 2008 • HC Innovations, Inc. • Services-health services • New York

This Agreement is dated as of December 23, 2008, between HC Innovations, Inc., a Delaware corporation (and any successors thereto, the “Company”), the Subsidiary Guarantors listed herein and the Holders (as defined below).

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GUARANTEE AND AMENDED AND RESTATED SECURITY AGREEMENT made by HC INNOVATIONS, INC. and its Subsidiaries in favor of the Noteholders Identified Herein and Pacific Aerie Holding LLC as Agent Dated as of December 23, 2008
Security Agreement • December 31st, 2008 • HC Innovations, Inc. • Services-health services • New York

GUARANTEE AND AMENDED AND RESTATED SECURITY AGREEMENT, dated as of December 23, 2008, among HC Innovations, Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company identified herein (the Company, such Subsidiaries and any other entity that may become a party hereto pursuant to Section 9.15, together, the “Grantors”), the holders of the Amended Notes identified on Annex 1 hereto and those individuals and entities who may become holders of such Amended Notes from time to time (the “Noteholders”), and Pacific Aerie Holding LLC, as Collateral Agent (in such capacity, the “Collateral Agent”) (the Noteholders, such individuals and entities and the Collateral Agent, together, the “Secured Parties”).

SECURITIES AMENDMENT AND PURCHASE AGREEMENT DATED AS OF DECEMBER 23, 2008 by and among HC INNOVATIONS, INC. and THE NOTEHOLDERS IDENTIFIED HEREIN
Securities Amendment and Purchase Agreement • December 31st, 2008 • HC Innovations, Inc. • Services-health services • New York

THIS SECURITIES AMENDMENT AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2008 by and among HC INNOVATIONS, INC., a Delaware corporation (the “Company”), and the parties identified on Annex I hereto (each, a “Noteholder” and, collectively, the “Noteholders”).

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