EXHIBIT 4.4
INVESTOR AGREEMENT
Investor Agreement, dated as of December 17, 1991, between Hospice Care
Incorporated, a Delaware corporation ("HCI" or the "Company"), Chemed
Corporation, a Delaware corporation ("Chemed"), and OCR Holding Company (the
"Investor"), a Nevada corporation, which is a direct, wholly owned subsidiary of
Chemed.
WHEREAS, Chemed, the Investor and their associates and affiliates do not
currently beneficially own any securities of HCI;
WHEREAS, HCI has agreed, subject to the terms and conditions of a Preferred
Stock Purchase Agreement dated as of December 17, 1991 (the "Preferred Stock
Agreement"), to issue to the Investor 270,000 shares of HCI 9% Cumulative
Nonconvertible Preferred Stock, par value $1.00 per share (the "HCI Preferred
Stock");
WHEREAS, in conjunction with the issuance of such HCI Preferred Stock to
the Investor, HCI has also agreed to issue two warrants (the "Warrants") to the
Investor which entitle the Investor to purchase in the aggregate up to 28.3% of
the fully diluted shares of HCI common stock, par value $.001 per share ("HCI
Common Stock"), for an aggregate exercise price of $18 million (the "Warrant
Shares"), subject to the terms and conditions of the Warrants (the HCI Preferred
Stock, the Warrants and the Warrant Shares sometimes collectively referred to
herein as the "HCI Securities");
WHEREAS, the Investor has represented that it is acquiring the HCI
Preferred Stock and the Warrants (and, if it exercises the Warrants, will be
acquiring the Warrant Shares) for investment and not for the purpose or effect
of changing or influencing the control of HCI or in connection with or as a
participant in any transaction having such purpose or effect;
NOW THEREFORE, in consideration of the provisions and mutual covenants
hereinafter set forth, and for other valuable consideration, HCI, Chemed and the
Investor agree as follows:
1. Increase in Size of Board of Directors.
(a) Promptly following the issuance of HCI Preferred Stock to the
Investor, one designee of the Investor shall be appointed as a director of HCI
in Class I, the directors of which would, when elected at a stockholders'
meeting expected to be held promptly after the date hereof, have terms expiring
in 1994. The Board of Directors of HCI shall thereupon take appropriate action
in accordance with the Company's Bylaws to fix at eight the number of directors
constituting the entire Board of Directors, subject to Section l(c) hereof. As
long as this Agreement is in effect and the Investor beneficially owns at least
10 percent of the outstanding HCI Common Stock (or, if the Warrants have not
been exercised, beneficially owns at least a majority of the outstanding HCI
Preferred Stock), HCI agrees to renominate such designee, or to nominate an
alternative person selected by the Investor, for election as a director of HCI.
Such designee or alternative person selected by
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the Investor to serve as director of HCI will be ▇▇▇▇▇▇▇ ▇. ▇' ▇▇▇▇▇ or such
other person as may be reasonably acceptable to HCI. As long as this Agreement
is in effect, Chemed and the Investor agree not to seek or accept the election
or appointment of more than one designee of the Investor as director of HCI,
except as set forth in Section 1(c) hereof or as otherwise agreed to in writing
by Chemed, the Investor and HCI.
(b) In the event that the Investor shall cease to beneficially own at
least 10 percent of the outstanding HCI Common Stock (or, if the Warrants have
not been exercised, cease to beneficially own at least a majority of the
outstanding HCI Preferred Stock), the Investor, if requested by a majority of
the other directors of HCI excluding the Investor's designee, will cause its
designee on the Board of Directors of HCI promptly to resign as director.
(c) It is understood and agreed that HCI contemplates the appointment
or election of another non-employee director to its Board of Directors as soon
as practicable after the closing of the Preferred Stock Agreement and other
transactions expected to occur at or about the same time, which would thereby
increase the size of the Board of Directors of HCI to nine. As long as this
Agreement is in effect and the Investor beneficially owns at least 10 percent of
the outstanding HCI Common Stock, HCI agrees that Investor's designees will
constitute no less than one ninth (1/9) of the entire HCI Board of Directors
(rounded up to the nearest full number); provided, however, that as long as the
HCI Board of Directors is comprised of ten or fewer directors, the Investor
shall be entitled to only one designee.
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2. Restriction on Acquisitions of HCI Common Stock.
As long as this Agreement is in effect, Chemed and the Investor, on behalf of
themselves and their affiliates and associates, individually and collectively,
agree not to, directly or indirectly, through one or more transactions or acting
in concert with one or more persons or companies or otherwise, offer to acquire
or acquire any HCI Common Stock (other than the Warrant Shares), except with the
prior written approval of HCI's Board of Directors. The foregoing restriction
shall also cover any agreement, arrangement, understanding, right or option to
acquire shares of HCI Common Stock (other than the Warrant Shares).
Notwithstanding the foregoing, in the event that the Investor ceases to
beneficially own at least 20 percent of HCI Common Stock at any time during the
term of this Agreement as a result of any action taken by HCI, the Investor
shall be entitled to acquire additional HCI Common Stock without the prior
approval of HCI in the open market or in private transactions so as to maintain
its beneficial ownership level at up to 20 percent provided that the Investor
shall not exceed such 20 percent interest without HCI's prior written approval.
3. Restrictions on Dispositions of HCI Preferred Stock, Warrants and
Shares.
(a) The Investor acknowledges and agrees that by its terms, the HCI
Preferred Stock is nontransferable without the prior written approval of the
Company. The Investor also acknowledges and agrees that, except as permitted
under paragraph 14, the Warrants are nontransferable without the prior written
approval of the Company. Subject to
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the terms and conditions of this Agreement, the Investor agrees that until the
earlier of (i) December 17, 1993 or (ii) such date that is six months (or such
other period of time as determined by the underwriters for such Offering to be
appropriate) after the closing of a Qualified Initial Public Offering (as
defined below), if any, by HCI, the Investor will not sell, hypothecate,
transfer or dispose (or agree to sell, hypothecate, transfer or dispose) of the
Warrant Shares or any other shares of HCI Common Stock hereafter acquired by the
Investor without the prior written approval of HCI; provided, however, that it
is understood and agreed that the foregoing time limitation in clause (a)(i)
above shall not apply at such time as (i) there has been a material adverse
change in the consolidated financial condition, results of operation or business
of HCI after the date hereof; (ii) there has been a "change in control of HCI"
(as defined below); or (iii) the Investor shall be entitled to have its HCI
Common Stock registered under that certain Registration Agreement dated as of
December __, 1991 among HCI, the Investor and Chemed. For purposes of this
Agreement, a "Qualified Initial Public Offering" means a public offering of HCI
Common Stock which (i) results in gross proceeds to HCI from such offering in an
amount not less than $12 million, and (ii) results in a market capitalization of
the common equity of HCI of at least $60 million; and a "change in control of
HCI" shall be deemed to have taken place if after the date hereof (i) any person
(excluding ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇) becomes a beneficial owner of 50% or more of the
total number of outstanding shares of HCI Common Stock; (ii) any liquidation of
HCI, sale of all or substantially all of the Company's assets or other similar
extraordinary corporate transaction shall have occurred; or (iii) as a result
of, or in connection with, any cash tender or exchange
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offer, merger or other business combination, or contested election, the persons
who were directors of HCI before such transaction shall cease to constitute at
least a majority of the Board of Directors of the Company.
(b) Notwithstanding any other provisions in this Agreement but subject
to the provisions of paragraph 14 hereof, until completion of a Qualified
Initial Public Offering the Investor will not sell, hypothecate, transfer or
dispose (or agree to sell, hypothecate, transfer or dispose) of the Warrants,
Warrant Shares and any other shares of HCI Common Stock hereafter acquired by
the Investor, in one private transaction or a series of private transactions (a
"Proposed Sale Transaction") unless HCI or its designee is first given an
opportunity to acquire such Warrants, Warrant Shares and any such shares of HCI
Common Stock hereafter acquired by the Investor during the period of 90 days
after HCI receives written notice from the Investor of the Proposed Sale
Transaction or agreement evidencing such Transaction on the same terms and
conditions as the Proposed Sale Transaction. Such notice shall include the
identity of the potential purchaser, the number of Warrants, Warrant Shares or
other shares of HCI Common Stock proposed to be sold, hypothecated, transferred
or disposed of, and the material terms of such Proposed Sale Transaction,
including (if applicable) the price and form of consideration to be paid. In the
event HCI or its designee does not purchase the Warrants, Warrant Shares or
shares of HCI Common Stock proposed to be included in the Proposed Sale
Transaction within such 90-day period, then, subject to compliance by the
Investor with applicable federal and state securities laws and the terms of this
Agreement, (including, if applicable, compliance with Section
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3(c)), the Investor shall be permitted to sell, hypothecate or dispose (at the
same or higher price) of such Warrants, Warrant Shares or HCI Common Stock to
such proposed purchaser or transferee; provided, however, that if such Warrants,
Warrant Shares or HCI Common Stock are not sold or transferred by the Investor
to such proposed purchaser or transferee within 60 days after the end of such
90-day period, then HCI or its designee shall continue to be entitled to one or
more further rights of first refusal as described above; and provided, further,
that as a condition to any sale, hypothecation, transfer or disposition, the
Investor shall take steps to ensure that the proposed transferee becomes bound
by and subject to the provisions of this Agreement as evidenced by the execution
and delivery by such proposed transferee as a condition precedent to such
transfer of a counterpart to this Agreement to which the proposed transferee
will become an additional party. HCI in its sole discretion may assign its
rights of first refusal to any person or entity so designated by HCI. Subject to
paragraph 14, in the event of a Payment Default (as hereafter defined), the
90-day period referred to herein shall be 45 days during such time that such
Payment Default has not been cured; provided, however, that with respect to a
Proposed Sale Transaction of which HCI receives notice at a time when a Payment
Default exists, the 90-day period referred to herein shall be in any event 45
days.
(c) Notwithstanding any other provision hereof but subject to the
provisions of paragraph 14, until completion of a Qualified Initial Public
Offering, the Investor agrees not to sell, hypothecate, transfer or dispose (or
agree to sell, hypothecate, transfer or dispose) of the Warrant Shares or any
other shares of HCI Common Stock
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hereafter acquired by the Investor to any person or entity without the prior
written approval of HCI, which approval shall not be unreasonably withheld.
(d) In the event HCI completes a Qualified Initial Public Offering for
the shares of HCI Common Stock, Chemed and the Investor agree as follows with
respect to any sale, hypothecation, transfer or other disposition of Warrant
Shares or any other shares of HCI Common Stock beneficially owned by Chemed, the
Investor, their affiliates and associates:
(i) Open Market Sales. Open market sales of Warrant Shares or any
other HCI Common Stock may only be made pursuant to an effective
registration statement under the Securities Act of 1933 or pursuant to an
available exemption from registration as evidenced by a written opinion
from Investor's counsel, which counsel shall be experienced in securities
law matters and which opinion shall be reasonably satisfactory in form and
substance to HCI and its counsel.
(ii) Overall Limitation on Dispositions. Except as provided in
paragraph (iii) below, Chemed and the Investor, each on behalf of itself
and its affiliates and associates, will not knowingly offer, sell or
transfer any Warrant Shares or any other shares of the HCI Common Stock
beneficially owned by them to any person or company who then or, as a
result of such sale or transfer, would, directly or indirectly,
beneficially own, control or hold proxies or options for five percent or
more of the outstanding HCI Common Stock
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except with the prior written approval of HCI unless prior thereto, HCI or
its designee is first given an opportunity to acquire such shares on the
same terms and conditions as set forth in paragraph 3(b) above except that
the 90-day period provided for in paragraph 3(b) shall be 45 days for
purposes of this paragraph (ii). In sales other than in the open market,
the Investor, on behalf of itself and its affiliates and associates, shall
obtain appropriate representations from each purchaser as to compliance
with this five percent limitation.
(iii) Sales Pursuant to Tender Offers. Chemed and the Investor, each
on behalf of itself and its affiliates and associates, shall be entitled to
participate without restriction in any tender or exchange offer made to all
stockholders of HCI; provided, however, that if such tender or exchange
offer is one which the HCI Board of Directors opposes, the Investor agrees
that no HCI Common Stock beneficially owned by Chemed and the Investor, or
any of its respective affiliates or associates, will be tendered unless 50
percent of all outstanding shares of HCI Common Stock (which for the
purpose of this calculation shall include all shares beneficially owned by
the bidder) have previously been tendered by stockholders other than
Chemed, the Investor, and their respective affiliates and associates, and
that, in such event, no tender or indication or arrangement to tender any
of the HCI Common Stock beneficially owned by them may be made until 48
hours prior to the scheduled expiration of the tender or exchange offer.
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4. Repurchase of HCI Preferred Stock. In the event of a change in control
of Chemed and/or the Investor as defined in Section 5 hereof, the Investor
hereby agrees, upon at least 15 days' prior written notice and subject to
appropriate documentation and compliance with all applicable legal requirements,
to sell and deliver to any designee of HCI all or a portion of the shares of HCI
Preferred Stock which such designee wishes to acquire so long as such designee
tenders to the Investor the same price that the Investor would receive if HCI
were to redeem at the option of HCI such shares pursuant to Section 3 of the
Certificate of Designation, Preferences and Other Rights to HCI's Certificate of
Incorporation.
5. Change in Control of Chemed and/or the Investor.
In the event of a "change in control of Chemed and/or the Investor" (as defined
below) during the term of this Agreement, HCI or its designee shall have the
right to repurchase the Warrants, the Warrant Shares and/or the HCI Common Stock
then owned by Chemed and the Investor, and Chemed and the Investor hereby grant
HCI or its designee such right and agree to sell the Warrants, the Warrant
Shares and/or the HCI Common Stock pursuant to the exercise of such right, on
the following terms and conditions:
(i) The repurchase price for the Warrants shall be an amount equal to the
product of (x) the aggregate exercise price of all Warrants which remain
unexercised at the date of repurchase; (y) 1%; and (z) the number of full
months elapsed from the date of this Agreement to the date of repurchase;
provided, however, that in no event shall such repurchase price exceed the
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difference (if any) between (A) the aggregate Fair Market Value of the HCI
Common Stock covered by the Warrants to be repurchased minus (B) the
aggregate exercise price of such Warrants.
(ii) The repurchase price for the HCI Common Stock shall be an amount equal
to the product of (x) the purchase price paid by Chemed and/or the Investor
for such HCI Common Stock; (y) 1%; and (z) the number of full months
elapsed from the date of this Agreement to the date of repurchase;
provided, however, that in no event shall such repurchase price exceed the
aggregate Fair Market Value of such HCI Common Stock.
(iii) For purposes of (i) and (ii) above, the Fair Market Value of the HCI
Common Stock, if shares of HCI Common Stock are publicly traded, shall mean
the average of the Current Market Prices (as hereinafter defined) of such
shares for each day of the Adjustment Period (as hereinafter defined).
"Current Market Price" of publicly traded shares of HCI Common Stock for a
day shall mean the last reported sales price, regular way, or, in case no
sale takes place on such day, the average reported closing bid and asked
prices, regular way, in either case as reported on the New York Stock
Exchange Composite Tape or, if such shares are not listed or admitted to
trading on any national securities exchange, on the NASDAQ National Market
System or, if such shares are not
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quoted on such National Market System, the average of the closing bid and
asked prices on each such day in the over-the-counter market as reported by
NASDAQ, or, if bid and asked prices for such shares on each such day shall
not have been reported through NASDAQ, the average of the bid and asked
prices for such day as furnished by any New York Stock Exchange member firm
regularly making a market in such shares selected for such purpose by the
Board of Directors of the Company on each trading day during the Adjustment
Period. "Adjustment Period" shall mean the period of five (5) consecutive
trading days, selected by the Board of Directors of the Company in its sole
discretion, during the twenty (20) trading days preceding, and including,
the date as of which the Fair Market Value of such shares is to be
determined. The Fair Market Value of HCI Common Stock which is not publicly
traded shall mean the fair market value thereof as determined in good faith
by the Board of Directors of the Company in its sole discretion.
For purposes of this Section 5, a "change in control of Chemed and/or the
Investor" shall be deemed to have taken place if after the date hereof (i) any
person not now such a beneficial owner becomes a beneficial owner of 50% of more
of the total number of voting shares of capital stock of Chemed and/or the
Investor; (ii) any person (other than the persons named as proxies solicited on
behalf of the Board of Directors of Chemed) holds revocable or irrevocable
proxies, as to the election or removal of more than one third of the
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entire Board of Directors of Chemed, for 50% or more of a total number of voting
shares of capital stock of Chemed; (iii) for any reason, the Board of Directors
of Chemed and/or the Investor (but, in the case of the Investor, only if the
Investor is no longer affiliated with Chemed) is comprised of persons a majority
of whom have not served on such Board of Directors of Chemed and/or the Investor
during the immediately preceding two year period; or (iv) any liquidation of
Chemed and/or the Investor, sale of all or substantially all of Chemed's assets
or other similar extraordinary corporate transaction shall have occurred, which
liquidation, sale or other similar transactions results in the persons who were
directors of Chemed and/or the Investor before such transaction ceasing to
constitute at least a majority of the Board of Directors of Chemed and/or the
Investor. HCI of its designee may exercise its rights under this Paragraph 5
after a change in control of Chemed and/or the Investor shall have occurred by
(i) providing written notice to the Investor no later than 30 days after
ascertaining that a change in control of Chemed and/or the Investor has occurred
of its intention to exercise its rights hereunder and (ii) consummating the
purchase of the Warrants, Warrant Shares and/or HCI Common Stock, as the case
may be, specified in the aforesaid notice, within 90 days after such notice is
given.
6. Representations of Chemed and the Investor. Chemed and the Investor
represent and warrant as follows:
(a) Chemed and the Investor have the requisite power and authority to
enter into this Agreement, and that this Agreement is a valid, binding and
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enforceable obligation of Chemed and the Investor enforceable in accordance
with its terms, except as (i) the enforceability thereof may be limited by
bankruptcy, reorganization, insolvency or similar laws affecting the
enforcement of creditors' rights generally and (ii) the availability of
equitable remedies may be limited by equitable principles of general
applicability.
(b) The statements contained in this Agreement, pertaining to Chemed
and the Investor are true and correct in all respects.
7. Representation of HCI. HCI represents and warrants that it has the power
and authority to enter into this Agreement and this Agreement is a valid,
binding and enforceable obligation of HCI, enforceable in accordance with its
terms, except as (i) the enforceability thereof may be limited by bankruptcy,
reorganization, insolvency or similar laws affecting the enforcement of
creditors' rights generally and (ii) the availability of equitable remedies may
be limited by equitable principles of general applicability.
8. Additional Covenants of the Investor. The Investor agrees that for as
long as the Investor and its affiliates and associates beneficially own at least
five percent of the outstanding HCI Common Stock and no change in control of HCI
(as defined in Section 3(a) hereof) has occurred, without the prior written
approval of HCI's Board of Directors, neither Chemed or the Investor nor any of
their affiliates or associates will (i) call a special
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meeting of stockholders other than a special meeting of stockholders, the call
of which is supported by HCI's board of directors; (ii) institute, encourage or
participate in any proxy solicitation with respect to any matter submitted or
proposed to be submitted to a vote of HCI stockholders; provided, however, that
it is understood and agreed that this subparagraph shall not limit in any manner
the ability of the Investor to vote its shares of HCI Common Stock; (iii)
announce, publicly propose or solicit any person or company to acquire, offer to
acquire or agree to acquire, by merger, tender offer, purchase or otherwise, HCI
or a substantial portion of its assets or more than ten percent of HCI Common
Stock; (iv) have or seek to have any designee of Chemed and/or the Investor
serve as the Chairman of the Board of Directors of HCI; (v) propose a director
or directors in opposition to the nominees proposed by the management of HCI or
the Board of Directors of HCI, other than as permitted in this Agreement; or
(vi) except as necessary or advisable solely in connection with the performance
of duties by the Investor's designee as a member of HCI's Board of Directors,
exercise or attempt to exercise, directly or indirectly, control or controlling
influence over the management, policies or business operations of HCI. The
Investor further agrees that the Investor, its affiliates and associates will
not act in concert with any person or entity or assist, and or abet any
affiliate or associate to act, or act in concert, with any person or entity, in
a manner which is inconsistent with the terms hereof or which attempts to evade
any provision or requirement of this Agreement.
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9. Injunctive and Other Relief. The parties hereto agree that in the event
either HCI, on the one hand, and Chemed or the Investor, on the other hand,
breaches or threatens to breach this Agreement, the other will be irreparably
harmed and will be entitled to injunctive relief and specific enforcement
(without proof of actual damage) in addition to any other legal rights which it
or they may have.
10. Termination. This Agreement shall terminate (i) if after the issuance
by HCI to the Investor of the HCI Preferred Stock and Warrants, the Investor and
its respective affiliates and associates, cease to be the beneficial owners of
more than ten percent of the outstanding shares of HCI Common Stock for a period
of six months, or (ii) upon mutual written agreement by HCI, Chemed and the
Investor.
11. Definitions. For purposes of this Agreement, the term "beneficial
ownership" shall have the meaning ascribed to such term in Rule 13d-3 under the
1934 Act, the terms "associate", "affiliate", and "control" shall have the
meanings ascribed to such terms in Rule 12b-2 under the 1934 Act. The percentage
of outstanding shares of the HCI Common Stock beneficially owned by the Investor
shall be calculated hereunder in accordance with the provisions of Rule 13d-3(d)
under the 1934 Act.
12. Entire Agreement; Modification. This Agreement, the Preferred Stock
Agreement (including all exhibits and schedules thereto), the Registration
Agreement dated
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December __, 1991 (the "Registration Agreement") and the letter agreement dated
July 23, 1991 between Chemed and ▇▇▇▇▇▇ ▇▇▇▇ Incorporated related to
confidentiality (the "Confidentiality Agreement") set forth the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof and the purchase of the HCI Securities and merges and supersedes any and
all prior discussions, agreements, and understandings between or among them with
respect thereto, and no party shall be bound by any condition, definition,
warranty or representation, other than those expressly set forth or provided for
in this Agreement, the Preferred Stock Agreement, the Registration Agreement and
the Confidentiality Agreement or in any document or instrument delivered
pursuant to such agreements, or as may be set forth in writing and signed by the
party or parties to be bound thereby on or subsequent to the date hereof. This
Agreement may not be changed or modified, except by an agreement in writing
executed by HCI, Chemed and the Investor. This Agreement, and the rights and
obligations hereunder, may not be assigned to any person or entity except as
otherwise specifically permitted herein.
13. Governing Law. This Agreement and the rights and obligations of the
parties hereunder shall be governed by Delaware law (excluding the choice of law
provisions).
14. Certain Default Provisions. In the event HCI defaults in any obligation
to pay dividends on the HCI Preferred Stock or to make any mandatory redemption
payment
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in accordance with the terms of the Certificate of Designation relating to the
HCI Preferred Stock (a "Payment Default") and such Payment Default remains
uncured for five business days after the date of such Payment Default, during
the time that such Payment Default continues the following provisions of this
Agreement shall be suspended and shall not be operative:
(i) the restrictions imposed on dispositions of Warrants, Warrant
Shares and any other shares of HCI Common Stock beneficially owned by the
Investor imposed under paragraph 3(a) hereof;
(ii) the provisions of paragraph 3(b) if such Payment Default
continues for more than 120 days;
(iii) the provisions of paragraph 3(c);
(iv) the provisions of paragraph 3(d)(ii) and 3(d)(iii); and
(v) the provisions of paragraph 8.
Such provisions shall immediately again become operative at such time as the
Payment Default has been cured.
15. Counterparts. This Agreement may be executed in one or more
counterparts.
16. Severability. If any provision contained in this Agreement operates or
would operate prospectively to invalidate this Agreement in whole or in part,
then only such
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provision shall be held ineffective as though not herein contained and the
remainder of this Agreement shall remain operative and in full force and effect.
If any provision contained in this Agreement is invalidated, the parties hereto
will use their best efforts to adopt an appropriate substitute for the
invalidated provision consistent with the intent of the parties.
17. Binding Effect of Agreement. The terms of this Agreement shall be
binding on and inure to the benefit of the parties hereto and their respective
subsidiaries, parents or other affiliated entities, successors, agents,
representatives and permitted assigns.
18. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or certified or registered mail, return receipt requested, to
the addresses set forth below the signatures of the respective parties hereto.
In the case of communications to Chemed and the Investor, to Chemed Corporation,
2600 Chemed Center, ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and a copy (which
shall not constitute notice) shall be delivered concurrently to ▇▇▇▇▇▇▇▇ &
Shohl, 1900 Chemed Center, ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇, Esq. In the case of communications to
HCI, to Hospice Care Incorporated, Suite 1500, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and a copy (which shall not constitute notice) shall be
delivered concurrently to ▇▇▇▇▇ & ▇▇▇▇▇▇▇; ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.;
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
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19. Headings. The headings in the sections of this Agreement are inserted
for convenience only and shall not constitute a part hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
HOSPICE CARE INCORPORATED CHEMED CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ----------------------------
President Vice President
OCR HOLDING COMPANY
By: /s/ [Signature Illegible]
----------------------------
Vice President
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