SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2007 • Hythiam Inc • Services-misc health & allied services, nec • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 17, 2007, by and among Hythiam, Inc., a Delaware corporation with headquarters located at 11150 Santa Monica Boulevard, Suite 1500, Los Angeles, California 90025 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AGREEMENT AND PLAN OF MERGER BETWEEN HYTHIAM, INC. AND COMPREHENSIVE CARE CORPORATION AS OF January 18, 2007Merger Agreement • January 18th, 2007 • Hythiam Inc • Services-misc health & allied services, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of January 18, 2007, by and between Hythiam, Inc., a Delaware corporation (“Buyer”), HCCC Acquisition Corporation, a Delaware corporation and newly-formed wholly-owned subsidiary of Buyer (“Merger Sub”), and Comprehensive Care Corporation, a Delaware corporation (“Company”). Buyer, Merger Sub and Company are referred to collectively herein as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2007 • Hythiam Inc • Services-misc health & allied services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 17, 2007, by and among Hythiam, Inc., a Delaware corporation, with headquarters located at 11150 Santa Monica Boulevard, Suite 1500, Los Angeles, California 90025, (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
ESCROW AGREEMENTEscrow Agreement • January 18th, 2007 • Hythiam Inc • Services-misc health & allied services, nec
AGREEMENT, dated as of January 11, 2007, among Hythiam, Inc. (“Buyer”), Woodcliff Healthcare Investment Partners LLC (the “Company”), Mr. Nicholas Lewin (“Lewin”), Thelen Reid Brown Raysman & Steiner LLP, a California limited liability partnership engaged in the practice of law, as escrow agent (the “Escrow Agent”) and, for the limited purposes set forth in Section 4 below, the remaining signatories to this Agreement.
LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG HYTHIAM, INC. (“BUYER”) AND WOODCLIFF HEALTHCARE INVESTMENT PARTNERS, LLC (“COMPANY”) AND THE MEMBERS OF THE COMPANY (“SELLERS”) AS OF JANUARY 12, 2007Limited Liability Company Membership Interest Purchase Agreement • January 18th, 2007 • Hythiam Inc • Services-misc health & allied services, nec • Delaware
This Limited Liability Company Membership Interest Purchase Agreement (this “Agreement”) is entered into as of January 12, 2007, by and among Hythiam, Inc., a Delaware corporation (“Buyer”), Woodcliff Healthcare Investment Partners, LLC, a Delaware limited liability company (the “Company”), and the members of the Company listed on Exhibit A hereto (each a “Seller” and collectively, “Sellers”). Buyer and Sellers are referred to collectively herein as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • January 18th, 2007 • Hythiam Inc • Services-misc health & allied services, nec • New York
SECURITY AGREEMENT, dated as of January 17, 2007 (this “Agreement”) made by HYTHIAM, INC., a Delaware corporation (the “Company”), in favor of HIGHBRIDGE INTERNATIONAL LLC, a limited liability company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
PLEDGE AGREEMENTPledge Agreement • January 18th, 2007 • Hythiam Inc • Services-misc health & allied services, nec • New York
PLEDGE AGREEMENT (this “Agreement”), dated as of January 17, 2007, made by each entity listed as a pledgor on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”), in favor of HIGHBRIDGE INTERNATIONAL LLC, a limited liability company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
