0001144204-13-065988 Sample Contracts

SECU RITY AGRE EMENT
Security Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • Nevada

THIS SECURITY AGREEMENT ("Agreement") is made as of this 31st day of August, 2012, by and between MILLENNIUM PROCOMM SOLUTIONS, INC., a New York corporation, MILLENNIUM CODING & BILLING, INC., a New York corporation, MILLENNIUM MEDICAL DEVICES, LLC, a New York limited liability company, MILLENNIUM VASCULAR MANAGEMENT GROUP, INC., a New York corporation, and MILLENNIUM VASCULAR MANAGEMENT GROUP OF STATEN ISLAND, LLC, a New York limited liability company (each of the foregoing sometimes individually referred to as a "Company" and all of them sometimes collectively hereinafter referred to as the "Companies"), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the "Secured Party").

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COMMITTED EQUITY FACILITY AGREEMENT
Committed Equity Facility Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • Nevada

This Committed Equity Facility Agreement (the “Agreement”) is dated as of the 31st day of August, 2012, by and between TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”) and MILLENNIUM HEALTHCARE, INC., a Delaware corporation (the “Company”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • Nevada

This SECURITIES PURCHASE AGREEMENT the “Agreement”) is dated as of the 31st day of August, 201 2, and made effective as of September 20th 2012 (the “Effective Date”), by and between MILLENNIUM HEALTH CARE, INC., a Delaware corporation (the “Company”) and TCA GLOBAL CREDIT MASTER FUND, LLP, a Cayman Islands limited partnership (the “Buyer”).

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EWELLNESS CORPORATION AND MILLENIUM HEALTHCARE, INC. SUPPLY AND DISTRIBUTION AGREEMENT
Supply and Distribution Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

Supply and Distribution Agreement. EWC hereby enters into a Supply and Distribution agreement with MHI for EWC’s Product(s) for use as described in Exhibit A in the assigned EWC Products Territory. Subject to the terms and conditions set forth herein, EWC grants to MHI, and MHI Hereby accepts, a limited, transferable right to use its best efforts as one of EWC’s partners to promote and use the EWC’s DMpt programs.

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MASTER PURCHASE, SUPPLY AND DISTRIBUTION AGREEMENT
Master Purchase, Supply and Distribution Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

This MASTER PURCHASE·, SUPPLY AND DISTRIBUTION AGREEMENT (this "Agreement"), dated as of May 1, 2013, by and between · Millennium Medical Devices LLC, a New York limited liability company having an address at 400 Garden City Plaza, Suite 440, Garden City, New York 11530 ("Millennium"), and Heart Smart Inc., ·a New York corporation with an address at 1160 Jericho Turnpike, Huntington, New York 11743 (the "Company").

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PURCHASE, SUPPLY AND DISTRIBUTION AGREEMENT
Purchase, Supply and Distribution Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

This PURCHASE, SUPPLY AND DISTRIBUTION AGREEMENT (this "Agreement"), dated as of February 1, 2013 (the "Effective Date"), by and between Millennium Medical Devices LLC, a New York limited liability company having an address at 400 Garden City Plaza, Suite 440, Garden City, New York 11530 ("Millennium"), and CDx Diagnostics Inc., a Delaware corporation with an address at 2 Executive Boulevard, , Suffern, New York 10901 (the "Company").

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EMPLOYMENT AGREEMENT
Employment Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

by and between Millennium HealthCare Solutions, Inc., a Delaware Corporation (the "Company"), and Anthony Urbano (the "Employee").

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MEDICAL RECORDS CODING AGREEMENT
Medical Records Coding Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

This Medical Records Coding Agreement (the “Agreement”) dated as of February I, 2013, by and between CDx Diagnostics Inc., a Delaware corporation with an address at 2 Executive Boulevard, Suffern, New York 10901 (the “Company”) and Millennium Coding & Billing Inc., a New York corporation having a place of business at 400 Garden City Plaza, Suite 440, Garden City, NY 11530 (“Millennium”).

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AND MARKETING SERVICES AGREEMENT
Distribution Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • Washington

THE DISTRIBUTION AND MARKETING SERVICES AGREEMENT (“Agreement”) dated as of April 30, 2013 is by and between Millennium Medical Devices LLC, a New York limited liability company (“Distributor”), and Atossa Genetics Inc. a Delaware corporation (“Atossa”). Distributor and Atossa are referred to as a “Party” or the “Parties.”

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LEASE AGREEMENT BETWEEN MATRIX/AEW NB, LLC, LESSOR, -AND- MILLENIUM HEALTH CARE INC., LESSEE.
Lease Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies

LEASE AGREEMENT (this "Lease"), made as of September 11, 2012, between MATRIX/AEW NB, LLC (the "LESSOR"), a New Jersey limited liability company, having an address c/o Matrix Realty, Inc., 3 Centre Drive, Jamesburg, New Jersey 08831, and MILLENNIUM HEALTH CAREINC. (The "LESSEE"),a [______] corporation, having an address at [400 Garden City Plaza]. Suite 440 Garden City NY. 11530

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VALIDITY GUARANTY
Validity Guaranty • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • Nevada

This Validity Guaranty, dated effective as of September 20th, 2012 (the "Validity Guaranty"), is made by Dominick Sartorio, an individual (the "Undersigned "), for the benefit of TCA Global Credit Master Fund, LP (the "Lender").

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ADDENDUM TO EMPLOYMENT AGREEMENT DATED June 8, 2011 BY AND BETWEEN MILLENNIUM HEALTHCARE, INC. (the “Company”) and CHRISTOPHER AMANDOLA (the “Employee”)
Employment Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies

This Addendum (“Addendum”), made and entered into this 9th day of January, 2012 (the “Effective Date”), shall modify and, to the extent inconsistent with, amend that Employment Agreement between MILLENNIUM HEALTHCARE INC. (the “Company”) and CHRISTOPHER AMANDOLA (the “Employee”) (the “Agreement”). Except as expressly set forth in the Addendum, all capitalized terms shall have the meanings assigned to them in the Preprinted Employment Agreement. The Preprinted Employment Agreement, as modified and amended by this Addendum and all riders and exhibits attached hereto, shall be referred to as the “Agreement”.

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LICENSE AGREEMENT
License Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

This LICENSE AGREEMENT ("Agreement"), made and entered into this 6th day of June, 2013 (the "Effective Date"}, by and between Devonshire Surgical Facility, LLC ("Licensor"), and Millennium Vascular Management Group Inc. ("Licensee").

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GUARANTY AGREEMENT
Guaranty Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • Nevada

THIS GUARANTY AGREEMENT is dated as of August 31 , 2012 (together with any amendments or modifications hereto in effect from time to time, the "Guaranty"), and is made by MILLENNIUM PROCOMM SOLUTIONS, INC., a New York corporation, MILLENNIUM CODING & BILLING, INC., a New York corporation, MILLENNIUM MEDICAL DEVICES, LLC, a New York limited liability company, MILLENNIUM VASCULAR MANAGEMENT GROUP, INC., a New York corporation, and MILLENNIUM VASCULAR MANAGEMENT GROUP OF STATEN ISLAND, LLC , a New York limited liability company (each of them individually referred to as a "Guarantor" and all of them collectively referred to as the "Guarantors"), in favor of TCA GLOBAL CREDIT MASTER FUND, LP ("TCA").

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AGREEMENT OF LEASE Between TREELTNE 100-400 GCP LLC, Land lord, and MILLENNIUM HEALTHCARE, INC., Tenant. Dated: February 29th, 2012 PREMISES
Lease Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • Nevada

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is dated as of the 31st day of August, 201 2, and made effective as of the "Effective Date" (as defined in the CEF Agreement), by and between MILLENNIUM HEALTHCARE, INC., a Delaware corporation (the "Company") and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the "Investor").

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CONSULTING AGREEMENT
Consulting Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

This Consulting Agreement (the "Agreement") is made and entered into to be effective January 23rd, 2013 (the "Effective Date") by and between Millennium Medical Devices LLC. (the "Company") located at 400 Garden City Plaza, Suite 440, Garden City, NY 11530 and MedMart (the “Consultant”) located at 3994 Amboy Road, Staten Island, NY 10308.

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ADDENDUM TO EMPLOYMENT AGREEMENT DATED June 6, 2011 BY AND BETWEEN MILLENNIUM HEALTHCARE, INC. (the “Company”) and ANTHONY URBANO (the “Employee”)
Employment Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies

This Addendum (“Addendum”), made and entered into this 9th day of January, 2012 (the “Effective Date”), shall modify and, to the extent inconsistent with, amend that Employment Agreement between MILLENNIUM HEALTHCARE INC. (the “Company”) and ANTHONY URBANO (the “Employee”) (the “Agreement”). Except as expressly set forth in the Addendum, all capitalized terms shall have the meanings assigned to them in the Preprinted Employment Agreement. The Preprinted Employment Agreement, as modified and amended by this Addendum and all riders and exhibits attached hereto, shall be referred to as the “Agreement”.

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ADDENDUM TO EMPLOYMENT AGREEMENT DATED June 7, 2011 BY AND BETWEEN MILLENNIUM HEALTHCARE, INC. (the “Company”) and DOMINICK SARTORIO (the “Employee”)
Employment Agreement • December 6th, 2013 • Millennium Healthcare Inc. • Wholesale-medical, dental & hospital equipment & supplies

This Addendum (“Addendum”), made and entered into this 9th day of January, 2012 (the “Effective Date”), shall modify and, to the extent inconsistent with, amend that Employment Agreement between MILLENNIUM HEALTHCARE INC. (the “Company”) and DOMINICK SARTORIO (the “Employee”) (the “Agreement”). Except as expressly set forth in the Addendum, all capitalized terms shall have the meanings assigned to them in the Preprinted Employment Agreement. The Preprinted Employment Agreement, as modified and amended by this Addendum and all riders and exhibits attached hereto, shall be referred to as the “Agreement”.

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