8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: May 12, 2017

Date of earliest event reported: May 11, 2017

Hooper Holmes, Inc.

(Exact name of registrant as specified in its charter)

New York	001-09972	22-1659359
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

560 N. Rogers Road, Olathe, KS	66062
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (913) 764-1045

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement.

Amended and Restated Credit Agreement

On May 11, 2017, in connection with the closing of the Merger (as defined below), Hooper Holmes, Inc., a New York corporation (the “Company”) entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with SWK Funding LLC (“SWK”), the Company’s current term lender, and the other parties thereto. The A&R Credit Agreement increases the Company’s term loan balance from $3.7 million to $6.5 million (the “Term Loan”), with an interest rate currently equal to LIBOR plus 12.5%, which is a reduction of 150 basis points from the Company’s current term facility. The A&R Credit Agreement also includes a $2.0 million seasonal revolving credit facility (the “Seasonal Facility”), which is guaranteed by Century Focused Fund III, LP (“Century”).

The A&R Credit Agreement has a term of four (4) years, expiring on May 11, 2021. The Company is obligated to make quarterly revenue-based payments beginning in the third quarter of 2017, which will apply toward accrued but unpaid interest and other fees, costs and expenses as set forth in the A&R Credit Agreement.  Principal repayments will start in the first quarter of 2019.

In connection with the A&R Credit Agreement, the Company paid to SWK a $97,500 origination fee. The Company is obligated to pay an exit fee and an unused line fee as described in the A&R Credit Agreement.

The A&R Credit Agreement contains customary representations and warranties and various affirmative and negative covenants including minimum aggregate revenue, EBITDA, and consolidated unencumbered liquid assets requirements. In connection with the execution of the A&R Credit Agreement, SWK has waived the Company’s non-compliance with certain covenants under the prior term loan agreement with respect to the period ended March 31, 2017. The revised covenants set forth in the A&R Credit Agreement supersede the covenants set forth in the prior term loan agreement between the Company and SWK.

Borrowings under the A&R Credit Agreement are secured by a security interest in all existing and after-acquired property of the Company and its subsidiaries, including Provant Health Solutions, LLC (the Company’s newly acquired subsidiary pursuant to the Merger), including, but not limited to, its receivables (which are subject to a lockbox account arrangement), inventory and equipment.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the A&R Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

SWK Second Amended and Restated Closing Date Warrant

On May 11, 2017, in connection with the execution of the A&R Credit Agreement, the Company issued to SWK a Second Amended and Restated Closing Date Warrant (the “A&R Warrant”) to replace its existing warrant to purchase 543,479 shares of the Company’s common stock, par value $0.04 per share (“Common Stock”). Upon exercise of the A&R Warrant, the Company is obligated to issue to SWK a number of shares of Common Stock equal to 543,479 plus (a) 10% of the Term Loan balance divided by (b) 105% of the average price at which the SWK Requirement Shares (as defined below) are issued (the “A&R Warrant Shares”). By way of example, if the balance of the Term Loan were $6.5 million and the SWK Requirement Shares were issued at an average price of $0.80 per share, making the strike price for these warrants $0.84 per share and the number of A&R Warrant Shares to be issued would be 773,810 in relation to the Term Loan plus the existing 543,479 for a total of 1,317,289.

The A&R Warrant is being issued by the Company in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 thereunder.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the A&R Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

Century Guaranty

On May 11, 2017, in exchange for Century’s guarantee of the Seasonal Facility pursuant to a Limited Guaranty Agreement dated May 11, 2017, among Century, SWK and the Company (the “Century Guaranty”), the Company issued to WH-HH Blocker, Inc., a subsidiary of Century (“WH-HH Blocker”), a Common Stock Purchase Warrant to purchase 326,052 shares of Common Stock, with a strike price of $0.6134 per share (the “10% Warrant”). If the guarantee is called, the Company would issue to WH-HH Blocker an additional Common Stock Purchase Warrant to purchase 2,934,468 shares of Common Stock, with a strike price of $0.6134 per share (the “90% Contingent Warrant”). The 10% Warrant and the 90% Contingent Warrant will be exercisable for seven years and will each have a strike price equal to the average trading price used to determine the number of shares subject to such warrant. The 10% Warrant will not be exercisable during the first year after closing of the Merger.

The 10% Warrant is being issued by the Company in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, and Rule 506 thereunder.

Pursuant to a Credit Agreement Side Letter between the Company and Century executed on May 11, 2017 (the “Side Letter”), the Company is also obligated, if it fails to pay the amount outstanding under the Seasonal Facility by November 1 each year, to pay interest to Century at an annual rate of 25% on the outstanding balance from November 1 until the outstanding balance under the Seasonal Facility is paid in full to SWK.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Century Guaranty, the 10% Warrant and the Side Letter, which are attached as Exhibits 10.2, 4.2 and 10.3 to this Current Report on Form 8-K and which are incorporated herein by reference.

Omnibus Joinder to Loan Documents and Third Amendment to Credit and Security Agreement

On May 11, 2017, in connection with the closing of the Merger, the Company entered into an Omnibus Joinder to Loan Documents and Third Amendment to Credit and Security Agreement (the “Third Amendment”), with SCM Specialty Finance Opportunities Fund, L.P. (“SCM”), the Company’s current revolving credit facility lender, and the other parties thereto. The Third Amendment amends the terms and conditions of that certain Credit and Security Agreement, dated as of April 29, 2016, as previously amended on August 15, 2016 and November 15, 2016 (as amended, the “Credit and Security Agreement”), by expanding the Company's revolving credit facility with SCM from $7.0 million to $10.0 million with an accordion to $15.0 million during high-volume months.

In connection with the execution of the Third Amendment, SCM has waived the Company’s non-compliance with certain covenants under the Credit and Security Agreement with respect to the period ended March 31, 2017. The revised covenants set forth in the Third Amendment supersede the covenants set forth in the Credit and Security Agreement as described in the Third Amendment. Except as amended by the Third Amendment, the terms of the Credit and Security remain in full force and effect, including customary representations and warranties and various affirmative and negative covenants.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Omnibus Joinder to Loan Documents and Third Amendment to Credit and Security Agreement dated May 11, 2017, among the Company, SCM and the other parties thereto, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and which is incorporated herein by reference.

Securities Purchase Agreement and Common Stock Purchase Warrant

As disclosed in a Current Report on Form 8-K filed on March 8, 2017, as a condition to increasing its term loan financing to the Company at closing of the Merger, SWK is requiring the Company to raise $3.5 million by issuing new shares of Common Stock (the “SWK Equity Requirement Shares”) in exchange for cash within 90 days following closing of the Merger. As previously reported, the Company issued $1.37 million of the SWK Equity Requirement Shares in a private offering.

On May 11, 2017, the Company issued an additional $1.85 million of the SWK Equity Requirement Shares to WH-HH Holdings, LLC, an affiliate of Century (“WH-HH Holdings”), and Ronald Aprahamian, chair of the Company’s board of directors, at a purchase price of $0.80 per share of Common Stock plus one-half warrant per share of Common Stock with a strike price of $1.35 per warrant share. The Securities Purchase Agreements (the “Securities Purchase Agreements”) and Common Stock Purchase Warrants (the “Common Stock Purchase Warrant”) for these issuances are attached to this report.

These shares and warrants are being issued by the Company in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 thereunder.

Each Common Stock Purchase Warrant is exercisable beginning six (6) months after the date of issuance and ending on the fourth anniversary of the date of issuance. Each Common Stock Purchase Warrant provides that the Company can call the warrants if the closing price of its Common Stock equals or exceeds $2.70 per share for ten consecutive trading days with a minimum trading volume of 100,000 shares per day, subject to certain additional conditions set forth in the Common Stock Purchase Warrants. If the holder of a Common Stock Purchase Warrant voluntarily exercises the warrant and the Company files a registration statement for the resale of the shares, the holder must pay the exercise price in cash. In all other circumstances, the exercise price may be paid via the “cashless exercise” method set forth in the Common Stock Purchase Warrants.

Each Securities Purchase Agreement provides the purchaser with piggyback registration rights to register and sell shares acquired under the Securities Purchase Agreement if the Company were to undertake a registered securities offering on Form S-1 or S-3 prior to the time at which the purchasers’ shares may be resold under Rule 144 of the Securities Act. In addition, if the Company were to make another private or public offering of Common Stock, preferred securities, or securities convertible, exercisable, or exchangeable for Common Stock at a price per share lower than $0.80, the Securities Purchase Agreement would require the Company to issue additional shares of Common Stock to the purchaser in a number sufficient to cause the effective price per share paid by the purchaser in the offering to be equal to the new offering price. This “full ratchet” provision applies only to the shares, and not warrants, issued under the Securities Purchase Agreement and lasts for a period of 12 months following the date of the final closing under the private offering (which date could be extended in certain circumstances to a maximum of 36 months). The “full ratchet” provision is limited, however, to 2,175 shares of Common Stock per Unit (as such term is defined in the Stock Purchase Agreements).

Under the A&R Credit agreement, the Company must sell the remaining $280,000 of the SWK Equity Requirement Shares within 90 days after closing of the Merger.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreements and Common Stock Purchase Warrants, which are filed as Exhibits 10.5, 10.6, 4.3 and 4.4 to this Current Report on Form 8-K and which are incorporated herein by reference.

Voting and Standstill Agreement

On May 11, 2017, in connection with the closing of the Merger, the Company, Century and WH-HH Holdings entered into a Voting and Standstill Agreement (the “Voting and Standstill Agreement”), which provides that:

• the Board of Directors of the Company will consist of seven (7) directors from the closing of the Merger until the earlier of (i) the annual meeting of the Company’s shareholders to be held in 2018, and (ii) June 30, 2018;

• Century and WH-HH Holdings will have the right to nominate three directors of Hooper for election at the 2017 and 2018 annual meetings of Hooper’s shareholders;

• the directors of Hooper in office immediately prior to closing of the Merger (except for Tom Watford) who continue in office after the Merger and any new directors nominated by such directors under the provisions of the Voting and Standstill Agreement (the “Continuing Directors”) will have the right to nominate three directors of the Company for election at the 2017 and 2018 annual meetings of the Company’s shareholders;

• Century and WH-HH Holdings, on the one hand, and the Continuing Directors, on the other hand, will have the right to jointly nominate one director of the Company, who shall be Tom Watford unless he declines or fails to serve, for election at the 2017 and 2018 annual meetings of the Company’s shareholders;

• the Company will include such nominees in its proxy statement for the 2017 and 2018 annual meetings of the Company’s shareholders;

• Century and WH-HH Holdings will vote all shares of Common Stock that they own in favor of the foregoing nominees at the 2017 and 2018 annual meetings of the Company’s shareholders;

• Century and WH-HH Holdings and their affiliates will not acquire any shares of the Common Stock, whether through open-market purchases, private purchases, or otherwise, except for acquisitions of newly issued shares of the Common Stock directly from the Company, that would cause Century or WH-HH Holdings or their affiliates to own more than fifty percent (50.0%) of the total number of shares of the Common Stock then outstanding until the earlier of the (i) the annual meeting of the Company’s shareholders to be held in 2019, and (ii) June 30, 2019; and

• Century and WH-HH Holdings will not take any action to prevent the Company from raising any new equity from investors other than Century or WH-HH Holdings if the Company’s board of directors so desires until the earlier of the (i) the annual meeting of the Company’s shareholders to be held in 2019, and (ii) June 30, 2019; provided, however, that Century and WH-HH Holdings and their affiliates will have the opportunity to purchase its pro rata portion of such offering on the same terms and conditions of such offering.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Voting and Standstill Agreement which is filed as Exhibit 10.7 to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 2.01.    Completion of Acquisition or Disposition of Assets.

Closing of the Merger

As disclosed in a Current Report on Form 8-K filed on March 8, 2017, the Company, Piper Merger Corp., a New York corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Provant Health Solutions, LLC, a Rhode Island limited liability company (“Provant”) and Wellness Holdings, LLC, a Delaware limited liability company entered into an Agreement and Plan of Merger dated March 7, 2017, as amended by the Waiver and Consent dated as of April 19, 2017 (as amended, the “Merger Agreement”). On May 11, 2017, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into Provant, with Provant becoming a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”).

Under the terms of the Merger Agreement, the Company issued 10,448,849 shares of Common Stock to WH-HH Holdings and certain other former Provant equity holders as Merger consideration. Immediately after the Merger, there were approximately 25.5 million shares of Common Stock outstanding. Immediately after the Merger, WH-HH Holdings owned approximately 49% of the outstanding Common Stock, with the Company’s shareholders immediately prior to the Merger, owning approximately 51% of the outstanding Common Stock. The issuance of the shares of Common Stock to WH-HH Holdings and certain other former Provant equity holders was completed as a private offering in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 thereunder.

Century invested $2.5 million in Provant prior to the Merger in the form of subordinated, convertible debt bearing interest at 8.25%. Immediately prior to closing of the Merger, approximately $400,000 of the balance of the note converted to equity in Provant. Subject to a net debt calculation in the Merger Agreement, which includes a post-closing true-up, the remaining approximately $2.1 million will remain outstanding as subordinated debt of Provant to Century pursuant to the Subordinated Promissory Note dated May 11, 2017 (the “Subordinated Promissory Note”).

The Company is obligated to issue 560,000 shares of Common Stock to Raymond James following the closing of the Merger.

The descriptions of the Merger, the Merger Agreement and the Subordinated Promissory Note included herein are not complete and are subject to and qualified in their entirety by reference to the Merger Agreement and the Subordinated Promissory Note, copies of which are attached as Exhibits 2.1, 2.2 and 10.8 hereto and are incorporated herein by reference.

Management and Governance

Following closing of the Merger, Henry Dubois and Steven Balthazor will continue to serve as Chief Executive Officer and Chief Financial Officer, respectively, of the Company. Provant’s Chief Executive Officer, Heather Provino, will serve as Chief Strategy Officer of the Company, and Mark Clermont, Provant’s President, will serve as President and Chief Operating Officer of the Company.

Effective at closing of the Merger, two of the Company’s directors, Mark Emkjer and Gus Halas, resigned their seats on the board and the board voted to increase the number of directors from six to seven. Pursuant to the terms of the Voting and Standstill Agreement, the board appointed Frank Bazos, Jim Foreman and Paul Daoust, nominees of WH-HH Holdings, to fill the vacancies. The newly appointed directors will serve along with continuing directors Ronald V. Aprahamian, Larry Ferguson, Henry E. Dubois and Thomas Watford.

The Company will have two major locations in Olathe, Kansas and East Greenwich, Rhode Island.

The Company’s shares of common stock are quoted on the OTCQX tier of the electronic quotation system operated by OTC Market under the symbol “HPHW”.

On May 12, 2017, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 2.02     Results of Operations and Financial Condition.

On May 12, 2017, the Company issued a press release announcing its preliminary operating results and financial condition for the quarter ended March 31, 2017. A copy of the press release is attached hereto as Exhibit 99.2, which is incorporated herein by reference. The presentation discussed during the first quarter investor call on May 12, 2017, is attached as Exhibit 99.1, which is also incorporated herein by reference. The information furnished in this section of the Current Report on Form 8-K and Exhibits attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 3.02.    Unregistered Sales of Equity Securities.

The disclosure set forth above under the headings “SWK Amended and Restated Closing Date Warrant”, “Century Guarantee” and “Securities Purchase Agreement and Common Stock Purchase Warrant” in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02. The disclosure regarding the issuance of shares of Common Stock in connection with the closing of the Merger set forth in Item 2.01 is hereby incorporated by reference into this Item 3.02.

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mark Clermont, age 50, Provant’s President, will serve as President and Chief Operating Officer of the Company. Mr. Clermont has been the President of Provant since 2015. Prior to becoming President of Provant in 2015, Mark served in multiple executive roles at UpToDate, Inc. a division of Wolters Kluwer, where he provided global strategic and transformative leadership that enabled the company to become the world-wide leader in point-of-care clinical decision support, serving most recently as Chief Financial Officer. Prior to joining UpToDate, Inc. in 2006, Mark held multiple financial leadership roles at Mercer Global Investments, a division of Marsh & McLennan Companies, PFPC, Inc. (now BNY Mellon), and First Data Corporation. Mark holds a Bachelor of Science degree in Business Administration from the D’Amore-McKim School of Business at Northeastern University in Boston, MA.

As described above under the heading “Management and Governance” in Item 2.01, Frank Bazos, Jim Foreman and Paul Daoust were appointed as directors on May 11, 2017. All three are expected to serve on the Company’s audit, compensation, and nominating and governance committees. The new directors will participate in the compensation awarded to all directors of the Company.

On May 11, 2017, the Company issued stock option awards under the 2011 Omnibus Employee Incentive Plan (the “2011 Plan”) to several executives, including Henry Dubois, CEO, and Steven Balthazor, CFO. In total, the awards provide options to purchase up to 2,075,000 shares of Common Stock at the closing price of the Common Stock on May 10, 2017. One half of each executive’s options vest in equal annual amounts over a period of four years. The other half of each executive’s options are performance based and vest based on the Company’s achievement of synergy goals following the closing of the Merger as set forth in the award agreements. All of awards are conditioned upon

approval by the Company’s shareholders at the Company’s next annual meeting of an amendment to the 2011 Plan to increase the number of shares of Common Stock available for issuance under the plan.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the award agreements of Mr. Dubois and Mr. Balthazor attached as Exhibits 10.9 and 10.10 to this Current Report on Form 8-K and which are incorporated herein by reference.

Item 7.01.    Regulation FD Disclosure.

The Company hosted a conference call to discuss the closing of the Merger on May 12, 2017. The presentation used in the call is attached hereto as Exhibit 99.1 and incorporated herein by reference.

By filing the information in this Item 7.01 of this Current Report on Form 8-K, the Company makes no admission as to the materiality of any information in this report. The information contained herein is intended to be considered in the context of the Company’s filings with the SEC and other public announcements that the Company makes, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 8.01.    Other Events.

On May 12, 2017, the Company issued a press release announcing the closing of the Merger and the transactions related thereto. The Company’s press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited financial statements of Provant as of December 31, 2016 and 2015, and for the years ended December 31, 2016 and 2015 are filed as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma financial information as of December 31, 2016, and for the year ended December 31, 2016 is filed as Exhibit 99.4 to this Current Report on Form 8-K.

(d) Exhibits

The following exhibits are furnished as part of this report:

Exhibit No.		Description of Exhibit
2.1	Agreement and Plan of Merger dated as of March 7, 2017, by and among Hooper Holmes, Inc., Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC (incorporated by reference from the Company’s Current Report on Form 8-K, Exhibit 2.1, filed with the SEC on March 8, 2017).
2.2	Waiver and Consent dated as of April 19, 2017, by and among Hooper Holmes, Inc., Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC (incorporated by reference from the Company’s Current Report on Form 8-K, Exhibit 2.1, filed with the SEC on April 20, 2017).
4.1	Second Amended and Restated Closing Date Warrant dated May 11, 2017, issued by Hooper Holmes, Inc. to SWK Funding LLC.
4.2	Common Stock Purchase Warrant dated May 11, 2017, issued by Hooper Holmes, Inc. to WH-HH Blocker, Inc.
4.3	Common Stock Purchase Warrant dated May 11, 2017, issued by Hooper Holmes, Inc. to WH-HH Holdings, LLC.
4.4	Common Stock Purchase Warrant dated May 9, 2017, issued by Hooper Holmes, Inc. to Ronald Aprahamian.
10.1	Amended and Restated Credit Agreement dated May 11, 2017, among Hooper Holmes, Inc., SWK Funding LLC and the other parties thereto.
10.2	Limited Guarantee Agreement dated May 11, 2017, among SWK Funding LLC, Century Focused Fund III, LP and Hooper Holmes, Inc.
10.3	Credit Agreement Side Letter dated May 11, 2017, between Hooper Holmes, Inc. and Century Focused Fund III, LP.
10.4	Omnibus Joinder to Loan Documents and Third Amendment to Credit and Security Agreement dated May 11, 2017, among Hooper Holmes, Inc., SCM Specialty Finance Opportunities Fund, L.P. and the other parties thereto.
10.5	Securities Purchase Agreement dated May 11, 2017, between Hooper Holmes, Inc. and WH-HH Holdings, LLC.
10.6	Securities Purchase Agreement dated May 9, 2017, between Hooper Holmes, Inc. and Ronald Aprahamian.
10.7	Voting and Standstill Agreement dated May 11, 2017, between Hooper Holmes, Inc. and Century Focused Fund III, LP (and joined by WH-HH Holdings, LLC).
10.8	Subordinated Promissory Note dated May 11, 2017, made by Provant Health Solutions, LLC in favor of Century Focused Fund III, LP.
10.9	Option Award Agreement dated May 11, 2017, between Hooper Holmes, Inc. and Henry Dubois.
10.10	Option Award Agreement dated May 11, 2017, between Hooper Holmes, Inc. and Steven Balthazor.
23.1	Consent of RSM US LLP.
99.1	Merger and Earnings Presentation dated May 12, 2017.
99.2	Press Release announcing closing of the Merger and related transactions and preliminary earnings dated May 12, 2017.
99.3	Audited financial statements of Provant Health Solutions, LLC as of December 31, 2016 and 2015, and for the years ended December 31, 2016 and 2015.
99.4	Unaudited pro forma financial information as of December 31, 2016, and for the year ended December 31, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HOOPER HOLMES, INC.
Dated: May 12, 2017	By:	/s/ Steven Balthazor
		Steven Balthazor, CFO

EX-4.1

EXECUTION VERSION

Exhibit 4.1

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAWS OR (II) AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAWS, AND IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

SECOND AMENDED AND RESTATED WARRANT

Original Date of Issuance: April 17, 2015    Warrant No. SWK-3First Amendment Date: October 4, 2016

Second Amendment Date: May 11, 2017

FOR VALUE RECEIVED, Hooper Holmes, Inc., a New York corporation (the “Company”), hereby grants to SWK Funding LLC, a Delaware limited liability company (“SWK”), or its registered assigns (the “Registered Holder”), the right to purchase up to the number of Exercise Shares of duly authorized, validly issued, fully paid and nonassessable shares of the Company’s Common Stock at a price equal to the Exercise Price per share. This Warrant is issued by the Company pursuant to Section 4.4 of the Credit Agreement. Certain capitalized terms used herein are defined in Section 14 hereof. The amount and kind of securities purchasable pursuant to the rights granted hereunder and the Exercise Price for such securities are subject to adjustment pursuant to the provisions contained in this Warrant.

This Warrant amends, restates and supersedes in all respects that certain Warrant Number SWK-2 issued to SWK and dated as of October 4, 2016 (the “Prior Warrant”), that amended, restated and superseded in all respects that certain Warrant Number SWK-1 issued to SWK and dated as of April 17, 2015. The Prior Warrant is henceforth void and shall be of no further force or effect.

This Warrant is subject to the following provisions:

Section 1.Exercise of Warrant.

1A. Exercise Period and Amount. The Registered Holder may exercise, in whole or in part, the purchase rights represented by this Warrant for the Exercise Shares at any time and from time to time up to and including the Expiration Date (the “Exercise Period”).

(i)    Exercise Procedure. This Warrant will be deemed to have been exercised when the Company has received all of the following items or such later time as may be specified

HK49670488.2

by the Registered Holder in the Exercise Agreement but in no event after the Expiration Date (the “Exercise Time”):

(a)a completed Exercise Agreement, as described in Section 1B hereof, executed by the Person exercising all or part of the purchase rights represented by this Warrant (the “Purchaser”);

(b)this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction);

(c)if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments in the form set forth in Exhibit II hereto (an “Assignment”) properly executed evidencing the assignment of this Warrant to the Purchaser, in compliance with the provisions set forth in Section 6 hereof; and

(d)a payment to the Company in an amount equal to the product of the Exercise Price multiplied by the number of Exercise Shares being purchased upon such exercise (the “Aggregate Exercise Price”) in the form of, at the Registered Holder’s option, (1) a certified or official bank check payable to the Company or (2) a wire transfer of immediately available funds to an account designated by the Company; provided, however, the Registered Holder may exercise this Warrant in whole or in part by the surrender of this Warrant to the Company, with a duly executed Exercise Agreement marked to reflect “Net Issue Exercise” and specifying the number of Exercise Shares to be purchased, and upon such Net Issue Exercise, the Registered Holder shall be entitled to receive that number of Exercise Shares determined in accordance with the following equation:

X    =    (A - B) x C

A

where

X =    the number of shares of Exercise Shares purchasable upon a Net Issue Exercise of the Warrant pursuant to the provisions of this Section 1A;

A =    the Fair Market Value of one Exercise Share on the date of the Net Issue Exercise;

B =    the Exercise Price for one Exercise Share under this Warrant; and

C =    the number of Exercise Shares as to which this Warrant is being exercised pursuant to the provisions of this Section 1A.

If the foregoing calculation results in a negative number, then no Exercise Shares shall be issued upon a Net Issue Exercise pursuant to this Section 1A. In the event of any withholding of Exercise Shares or surrender of other equity securities where the number of shares whose value is equal to

2

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the Aggregate Exercise Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment to the Registered Holder (by delivery of a certified or official bank check or by wire transfer of immediately available funds) based on the incremental fraction of a share being so withheld by or surrendered to the Company in an amount equal to the product of (x) such incremental fraction of a share being so withheld or surrendered multiplied by (y) the Fair Market Value per Exercise Share as of the Exercise Date.

(ii)Delivery of Stock Certificates and New Warrants. Duly executed certificates for Exercise Shares purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within five (5) Business Days after the date of the Exercise Time. The issuance of certificates for Exercise Shares will be made without charge to the Registered Holder or the Purchaser for any issuance tax in respect thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Common Stock. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company will prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and will, within such five (5) Business Day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement.

(iii)Deemed Timing of Certain Events. The Exercise Shares will be deemed to have been issued to the Purchaser at the Exercise Time, and the Purchaser will be deemed for all purposes to have become the record holder of such Exercise Shares at the Exercise Time.

(iv)Valid Issuance of Exercise Shares. Each Exercise Share issuable upon exercise of this Warrant will, upon exercise of this Warrant in accordance with the terms hereof and payment of the Aggregate Exercise Price therefor in accordance with Section 1A(i)(d), be fully paid and nonassessable and free from all liens and charges with respect to the issuance thereof, other than those arising by virtue of any action taken by the Registered Holder or the failure of the Registered Holder to take any action required to be taken by it.

(v)Compliance with the Securities Act.

(a)Agreement to Comply with the Securities Act; Legend. The Registered Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section1A(v) and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Registered Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”); provided, however, that notwithstanding anything to the contrary contained herein or in any legend placed on the Warrant or any certificates representing the Exercise Shares, in no event shall the Registered Holder be required to provide an opinion of counsel in connection with a Permitted Transfer.

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(b)This Warrant and Exercise Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form:

“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

(c)Representations of the Registered Holder. In connection with the issuance of this Warrant, the Registered Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:

(i)The Registered Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Registered Holder is acquiring this Warrant and the Exercise Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Exercise Shares, except pursuant to sales registered or exempted under the Securities Act.

(ii)The Registered Holder understands and acknowledges that this Warrant and the Exercise Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Registered Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(iii)The Registered Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and

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experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Exercise Shares. The Registered Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

(vi)Books; Par Value. The Company will maintain at its principal office, books for the registration of the Warrants and any transfer or assignment thereof. Except as otherwise provided herein, the Company will not close its books against the transfer of this Warrant or of any Exercise Share in any manner which interferes with the timely exercise of this Warrant. The Company will from time to time take all such action as may be necessary to assure that the par value per share, if any, of the unissued Exercise Shares is at all times equal to or less than the Exercise Price then in effect.

(vii)Company Cooperation and Government Filings. If the Registered Holder is required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings reasonably required to be made by the Company), then the Company shall, at the Registered Holder’s expense, provide reasonable assistance, as reasonably requested by the Registered Holder, in connection with such filings or approvals; provided, however, that nothing in this Section 1(b)(vii) shall require the Company to register the Exercise Shares, except as expressly provided in this Warrant.

(viii)Effective Time of Exercise in Connection with Public Offering or Sale. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a Public Offering or Sale of the Company Transaction, the exercise of any portion of this Warrant may, at the election of the Registered Holder, be conditioned upon the consummation of the Public Offering or Sale of the Company Transaction in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

(ix)Sufficient Shares; No Violation; Listing in Certain Instances. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock issuable upon the exercise of all outstanding Warrants. All shares of Common Stock that are issuable shall, when issued in accordance with the terms of this Warrant, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges, other than those arising by virtue of any action taken by the Registered Holder or the failure of the Registered Holder to take any action required to be taken by it. The Company shall take all such actions as may be reasonably necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such

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issuance). The Company will use its commercially reasonable efforts to cause the Exercise Shares, immediately upon any exercise of this Warrant, to be listed on any domestic securities exchange upon which shares of Common Stock, or other securities constituting Exercise Shares, are listed at the time of such exercise, if any.

1B.Exercise Agreement. Upon any exercise of this Warrant, the Exercise Agreement will be substantially in the form set forth in Exhibit I hereto (the “Exercise Agreement”), except that if the Exercise Shares are not to be issued in the name of the Person in whose name this Warrant is registered, the Exercise Agreement will also state the name of the Person to whom the certificates for the Exercise Shares are to be issued and will be accompanied by a properly executed Assignment (as required by Section 6 hereof), and if the number of Exercise Shares to be issued does not include all the shares of Common Stock purchasable hereunder, it will also state the name of the Person to whom a new Warrant for the unexercised portion of the rights hereunder is to be delivered (and if such Person is other than the Person in whose name this Warrant is then registered, will be accompanied by a properly executed Assignment (as required by Section 6 hereof)). Such Exercise Agreement will be dated the actual date of execution thereof.

1C.Payment of Expenses and Taxes. The Company shall pay all expenses and taxes imposed by law or any governmental agency, including any documentary stamp taxes, attributable to the issuance of Exercise Shares upon the exercise of the Warrant; provided, that nothing in this Section 1C shall make the Company liable for any income taxes payable by the Registered Holder and associated with the issuance of the Warrant or the exercise thereof; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Exercise Shares to any Person other than the Registered Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.

Section 2.Adjustment of Number of Exercise Shares. The number of Exercise Shares in effect shall be subject to adjustment from time to time as provided in this Section 2.

2A.Subdivision or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the number of Exercise Shares in effect immediately prior to such subdivision will be proportionately increased and the Exercise Price proportionately decreased (but not to less than the par value, if any, of such shares). If the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the number of Exercise Shares in effect immediately prior to such combination will be proportionately decreased and the Exercise Price proportionately increased.

2B.Reorganization, Reclassification, Consolidation, Merger or Sale. Any (i) recapitalization or reorganization of the Company, (ii) reclassification of the stock of the Company, (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person or (v) other transaction, which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon

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subsequent liquidation) stock, securities, assets or other property with respect to or in exchange for Common Stock is referred to herein as an “Organic Change”. Prior to the consummation of any Organic Change, the Company will make appropriate provision to ensure that each Registered Holder of a Warrant will thereafter have the right to acquire and receive in lieu of or addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such holder’s Warrant, such shares of stock, securities, assets or other property (“Exchangeable Property”) as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of such holder’s Warrant had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance reasonably satisfactory to Registered Holders of Warrants representing a majority of the Exercise Shares obtainable upon exercise of all Warrants then outstanding) with respect to such Registered Holders’ rights and interests to ensure that the provisions of this Warrant will thereafter be applicable to the Warrants (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Exercise Price in proportion to the Exchangeable Property receivable for each share of Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of Exercise Shares). Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 2B, each Registered Holder shall have the right to elect, prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 1 hereof instead of giving effect to the provisions contained in this Section 2B with respect to this Warrant.

2C.Legal Impediments to Exercise Price Adjustments. If any adjustment to the Exercise Price required hereunder is not permitted by applicable law (including without limitation, by reducing the Exercise Price below the par value, if any, of the shares of Common Stock), then, unless the adjustment necessary shall be agreed upon by the Company and the Registered Holder, the Board shall appoint a firm of independent certified public accountants of recognized standing, acceptable to the Registered Holder, which, at the Company’s expense, shall render its written opinion on the necessary adjustment in the number of Exercise Shares purchasable upon exercise of this Warrant, so as to preserve, without dilution, the exercise rights of the Registered Holder consistent with the standards in this Section 2. Upon receipt of such opinion, the Board shall forthwith make the adjustments described therein.

2D.Certain Other Actions Prohibited. The Company shall not by amendment of the Charter or its bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the provisions of this Warrant, but shall at all times in good faith assist in the carrying out of all of the provisions of this Warrant and shall take all such action as the Registered Holder may reasonably request to protect the exercise privilege of the Registered Holder against dilution. Without limiting the generality of the foregoing, the Company (i) shall take all such actions as may be necessary or appropriate under state law in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of all of the Warrants from time to time outstanding and (ii) shall not take any action which results in (1) any adjustment of the total number of shares of Common Stock or other securities

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issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock then authorized by the Charter and available for the purpose of issuance upon such exercise or (2) any adjustment of the Exercise Price to be less than the par value of the Common Stock.

2E.Notices.

(i)Adjustment Notice and Certificate. As soon as practicable following any adjustment of the number of Exercise Shares, but in any event not later than ten (10) Business Days thereafter, the Company will give written notice thereof to the Registered Holder, setting forth in reasonable detail, and certifying the calculation of, such adjustment. Each such certification shall be signed by the chief executive officer or chief financial officer of the Company and by the secretary or any assistant secretary of the Company.

(ii)Exercise Shares Notice and Certificate. As soon as practicable following the receipt by the Company of a written request by the Registered Holder, but in any event not later than ten (10) Business Days thereafter, the Company will provide to the Registered Holder written notice certifying the number of Exercise Shares or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise of the Warrant. Each such certification shall be signed by the chief executive officer or chief financial officer of the Company and by the secretary or any assistant secretary of the Company.

(iii)Notices Regarding Books Closure, Dividends, Subscription Offers and Certain Voting Rights. The Company will give written notice to the Registered Holder at least ten (10) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock (including, without limitation with respect to any regular dividends or liquidating distributions), (B) with respect to any issuance of Common Stock, preferred stock or Stock Equivalents covered by Section 5, or (C) for determining rights to vote with respect to any Organic Change, dissolution or liquidation.

(iv)Notice of Organic Change. The Company will give written notice to the Registered Holder at least ten (10) days prior to the date on which any Organic Change, dissolution or liquidation will take place. Such written notice shall include a reasonable description of such Organic Change, the expected date of the consummation of such Organic Change, and the Fair Market Value payable, as well as the number of Exercise Shares issuable upon exercise of the Warrant if issued upon a Net Issue Exercise pursuant to Section 1A in connection with such Organic Change.

(v)Notice of Certain Corporate Action. Without prejudice to the foregoing, the Registered Holder shall be entitled to the same rights to receive notice of all other corporate action as any holder of Common Stock.

2F.Record Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Stock, preferred stock or Stock Equivalents or (B) to subscribe for or purchase Common Stock, preferred stock or Stock Equivalents, then such record date will be deemed to be the date of the

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issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

Section 3.Dividends.

3A.Dilution Fee. Subject to the provisions of this Section 3A, if the Company shall, at any time or from time to time after the Date of Issuance, make or declare, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend in cash, then provision shall be made so that the Exercise Price of the Warrant shall be reduced by the amount of cash which the Registered Holder would have been entitled to receive per share had the Warrant been exercised in full into Exercise Shares on the date of such event; provided, that in the event such adjustment would have the effect of reducing the Exercise Price below zero, the Exercise Price shall be reduced to zero and any additional amount shall be distributed to the Registered Holder; provided further, that no such provision shall be made if the Registered Holder receives, simultaneously with the distribution to the holders of Common Stock, a dividend of cash in an amount equal to the amount of such cash as the Registered Holder would have received if the Warrant had been exercised in full into Exercise Shares on the date of such event.

Section 4.No Voting Rights; Limitations of Liability. This Warrant shall not entitle the holder thereof to any voting rights or other rights of a stockholder of the Company, except as otherwise set forth herein. No provision hereof, in the absence of affirmative action by the Registered Holder to purchase Common Stock, and no enumeration herein of the rights or privileges of the Registered Holder shall give rise to any liability of such Registered Holder for the Exercise Price of the Exercise Shares acquirable by exercise hereof or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

Section 5.Purchase Rights. If at any time after the Date of Issuance the Company grants, issues or sells any shares of Common Stock or other Stock Equivalents pro rata to the record holders of Common Stock (the “Purchase Rights”), then the Registered Holder shall be entitled to acquire, upon the same terms applicable to such Purchase Rights, the aggregate pro-rata Purchase Rights which the Registered Holder could have acquired if the Registered Holder had held the number of Exercise Shares acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the Common Stock or Stock Equivalents are granted, issued or sold. In the event of any such offering, the Company shall give notice (the “Offer Notice”) to each Registered Holder, stating (i) its bona fide intention to offer such Common Stock or other Stock Equivalents, (ii) the number of such securities to be offered, and (iii) the price and terms upon which it proposes to offer such securities. By notification to the Company within fifteen (15) days after the Offer Notice is given, each Registered Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to the aggregate pro-rata Purchase Rights as described above.

Section 6.Warrant Transferable. Subject to the transfer conditions referred to in the legend endorsed hereon, this Warrant and all rights hereunder (including the Exercise Shares) are transferable, in whole or in part, without charge to the Registered Holder, upon surrender of this

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Warrant (or certificate for Exercise Shares) with a properly completed and duly executed Assignment at the principal office of the Company together with funds sufficient to pay any transfer taxes as described in Section 1C. Upon such compliance, surrender and delivery, the Company shall execute and deliver a new Warrant or Warrants (or shares) in the name of the assignee or assignees and in denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant (or shares) to evidence the portion of this Warrant (or shares), if any, not so assigned, and this Warrant (or shares) shall promptly be cancelled. Without limiting the generality of the foregoing, upon a Sale of the Company Transaction structured as a sale of the capital stock of the Company (whether by direct sale, merger or otherwise), in lieu of any exercise hereof and sale of the underlying Exercise Shares, the Registered Holder shall have the right to transfer and sell this Warrant to one or more third party purchasers for the purchase price otherwise payable by such Persons for Common Stock in such transaction less the Aggregate Exercise Price. The Registered Holder agrees that until such time as any transfer pursuant to this Section 6 is recorded on the books of the Company, the Company may treat the Registered Holder on the books of the Company as the absolute owner; provided, that nothing in this Warrant affects any requirement that transfer of any Warrant or share of Common Stock is issued or issuable upon the exercise of such Warrant be subject to compliance with the Securities Act and all applicable state and foreign securities laws.

Section 7.Warrant Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the Registered Holder at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the purchase rights hereunder, and each of such new Warrants will represent such portion of such rights as is designated by the Registered Holder at the time of such surrender. The date the Company initially issues this Warrant will be deemed to be the “Date of Issuance” hereof regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant shall be issued. All Warrants representing portions of the rights hereunder are referred to herein as the “Warrants.”

Section 8.Replacement. Upon receipt of evidence reasonably satisfactory to the Company (including at the request of the Company an affidavit of the Registered Holder) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing this Warrant and upon delivery of an indemnity reasonably satisfactory to the Company or, in the case of any such mutilation upon surrender of such certificate to the Company, the Company will (at the Registered Holder’s expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate; provided, that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

Section 9.Registration Rights. In the event the Company, at any time prior to the Expiration Date, proposes to file on behalf of any shareholder a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8) for shares held by any such shareholder, the Company shall offer to include in such registration statement the Exercise Shares of each Registered Holder (whether issued or issuable under the Warrants) at the Company’s expense. Such Exercise Shares shall be registered, along with such other shares, on a

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pro rata basis on terms customary for a transaction of this type and nature. The registration rights granted under this Section 9 shall not be effective at any time when Rule 144 under the Securities Act is available for resale of all the Exercise Shares issuable pursuant to the Net Issue Exercise provision of Section 1A without limitation during a three month period and without registration.

Section 10.Notices. Except as otherwise expressly provided herein, all notices, demands or other communications to be given or delivered under or by reason of the provisions of this Warrant shall be in writing and shall be deemed to have been received: (a) when delivered personally to the recipient, (b) one (1) day after sent to the recipient by reputable overnight courier service (charges prepaid), (c) three (3) days after mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (d) upon confirmation of transmittal by facsimile. Such notices, demands and other communications shall be addressed (x) in the case of the Registered Holder, to its address as set forth in the books and records of the Company or, if different, as is designated in writing from time to time by such Registered Holder, (y) in the case of the Company, to its principal office, and (z) in the case of any registered assignee of this Warrant or its registered assignee, to such assignee at its address as designated in writing by such assignee to the Company from time to time.

Section 11.Amendment and Waiver. Except as otherwise provided herein, the provisions of this Warrant may not be amended or waived and the Company may not take any action herein prohibited, or omit to perform any act herein required to be performed by it, unless the Company has obtained the written consent of the Registered Holders of Warrants representing a majority of the Exercise Shares issuable upon exercise of the Warrants; provided that (except as otherwise provided herein) no such action may change the Exercise Price of any Warrants or the number of shares or class of stock obtainable upon exercise of any Warrant without the written consent of the Registered Holder of such Warrant. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, and no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 12.Survival of Warrant Terms. The provisions contained in Section 9 through Section 14, inclusive, shall all survive the exercise of the Warrant for so long as any of the Warrants or the Exercise Shares are outstanding; provided, however, that in no event shall such terms survive longer than the last to occur of (i) the expiration of the Exercise Period, and (ii) the two year anniversary of the last exercise of the Warrant.

Section 13.Descriptive Headings; Governing Law. The descriptive headings of the several Sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. The construction, validity and interpretation of this Warrant will be governed by the internal law, and not the conflicts law, of the State of New York.

Section 14.Definitions. The following terms have meanings set forth below:

“Affiliates” shall have the meaning ascribed to such term in the Credit Agreement.

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“Aggregate Exercise Price” shall have the meaning set forth in Section 1A(i)(d) hereof.

“Appraised Value” means, with respect to a share of Common Stock and any other property, the fair value of such other property, as determined by an appraisal performed at the expense of the Company by an Approved Appraiser, and whose determination will be final and binding on the Company and the Registered Holder; provided, that such Approved Appraiser shall be directed to determine the value of such securities or other property as soon as practicable, but in no event later than thirty (30) days from the date of its selection, and for such purposes, such valuation shall be without discount for limitations on voting rights, minority interests, illiquidity or restrictions on transfer and all rights, options and warrants to subscribe for or purchase, and other securities convertible into or exchangeable for, Common Stock shall be deemed to be exercised, exchanged.

“Approved Appraiser” shall mean a mutually acceptable investment banking or valuation firm, as determined by the Company and the Registered Holders holding Warrants exercisable for at least a majority of the Exercise Shares issuable upon the exercise of all then outstanding Warrants.

“Assignment” shall have the meaning set forth in Section 1A(i)(c) hereof.

“Board” shall mean the Company’s Board of Directors.

“Business Day” shall have the meaning ascribed to such term in the Credit Agreement.

“Charter” shall mean the Company’s Certificate of Incorporation as filed with the Secretary of State of the State of New York, as the same may be from time to time amended.

“Closing Date” shall have the meaning ascribed to such term in the Credit Agreement.

“Common Stock” shall mean the common voting stock described in Article Fourth of the Charter, together with any capital stock into which such common voting stock shall have been converted, exchanged or reclassified following the date hereof.

“Company” shall have the meaning set forth in the preamble to this Warrant.

“Credit Agreement” shall mean the Amended and Restated Credit Agreement dated as of May 11, 2017, among the Company, as Borrower, SWK, as Agent, Sole Lead Arranger and Sole Bookrunner, and the financial institutions party thereto from time to time, as Lenders, as amended from time to time.

“Date of Issuance” shall have the meaning set forth in Section 7 hereof.

“Dilution Fee” shall have the meaning set forth in Section 3A hereof.

“Exchangeable Property” shall have the meaning set forth in Section 2B hereof.

“Exercise Agreement” shall have the meaning set forth in Section 1B hereof.

“Exercise Period” shall have the meaning set forth in Section 1A hereof.

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“Exercise Price” shall mean, as subject to adjustment from time to time as set forth herein, a price per share equivalent to a five percent (5.0%) premium to the lowest per share price of shares of Common Stock issued in connection with the Post-Closing Equity Raise; provided, however, that in the event the Post-Closing Equity Raise has not occurred within ninety (90) days of the Closing Date, the Exercise Price shall be a twenty percent (20.0%) discount to the lower of (i) the five (5) trading day closing average preceding the Closing Date, and (ii) the five (5) trading day closing average preceding the ninetieth (90^th) day after the Closing Date. As an example, if the Post-Closing Equity Raise occurs prior to the ninetieth (90^th) day and the lowest purchase price per share in the Post-Closing Equity Raise is $.75, then the Exercise Price shall be $0.7875 (1.05 x $.75).

“Exercise Shares” shall mean, as subject to adjustment from time to time as set forth herein, an aggregate number of shares of Common Stock equal to (i) 543,479, plus (ii) a number equal to (A) the Term Loan balance under the Credit Agreement on the Closing Date (as defined therein), multiplied by (B) 10.0%, and divided by (C) the Exercise Price. As an example, if the Exercise Price is $0.7875, the amount of Exercise Shares shall be 1,368,876 shares (543,479 + ($6,500,000 x 10.0% / $0.7875)).

“Exercise Time” shall have the meaning set forth in Section 1A(i) hereof.

“Expiration Date” means May 11, 2024.

“Fair Market Value” means, (a) with respect to a share of Common Stock, (i) if determined in connection with a Sale of the Company Transaction, the amount payable in respect of one share of Common Stock upon consummation thereof, (ii) otherwise, if available, the Market Price thereof, and (iii) otherwise, if Market Price is not available, the Appraised Value thereof and (b) with respect to any other property, (i) the fair value thereof determined jointly by the Company and the Registered Holder, and (ii) if such parties are unable to reach agreement within ten (10) days, the Appraised Value thereof.

“Market Price” means (A) if at any time the Common Stock is listed on any securities exchange or quoted in the NYSE MKT or the over-the-counter market, the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of each day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NYSE MKT as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NYSE MKT, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of thirty (30) days consisting of the day as of which “Market Price” is being determined and the twenty-nine (29) consecutive Business Days prior to such day, or (B) if at any time such security is not listed on any securities exchange or quoted in the NYSE MKT or the over-the-counter market, the fair value thereof determined jointly by the Company and the Registered Holder (and if such parties are unable to reach agreement within ten (10) days, then the Market Price shall be deemed not to be available).

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“Net Issue Exercise” shall have the meaning set forth in Section 1A(i)(d) hereof.

“Offer Notice” shall have the meaning set forth in Section 5 hereof.

“Organic Change” shall have the meaning set forth in Section 2B hereof.

“Permitted Transfer” shall mean a transfer (i) to an Affiliate of such Registered Holder, or (ii) in connection with the transfer of any portion of the Obligations (as defined in the Credit Agreement) or any participation therein, in either case in compliance with the Credit Agreement; provided, however, that such transfer does not result in a violation of the Securities Act.

“Person” shall have the meaning ascribed to such term in the Credit Agreement.

“Post-Closing Equity Raise” shall mean as described in Section 4.11 of the Credit Agreement.

“Public Offering” shall mean a registered “public offering” of the Company’s Common Stock or other equity under the Securities Act.

“Purchaser” shall have the meaning set forth in Section 1A(i)(a) hereof.

“Purchase Rights” shall have the meaning set forth in Section 5 hereof.

“Registered Holder” shall have the meaning set forth in the preamble to this Warrant.

“Sale of the Company Transaction” shall mean any transaction in which the Company’s shareholders immediately prior to such transaction (or series of related transactions) no longer hold at least a majority of the Company’s Common Stock after the consummation of such transaction.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations promulgated thereunder as in effect at the relevant time.

“Stock Equivalent” means any security, option, warrant, right or claim exercisable into, exchangeable for, convertible to or redeemable for shares of Common Stock or the economic equivalent value of shares of Common Stock (including, by way of illustration, preferred stock and stock appreciation rights).

“SWK” shall have the meaning set forth in the preamble to this Warrant.

“Term Loan” shall mean as defined in the Credit Agreement.

“Warrants” shall mean this Warrant and all warrants issued upon replacement or transfer of this Warrant in accordance with the terms of this Warrant and all warrants issued upon exchange for different denominations hereof in accordance with the terms of this Warrant.

* * * * *

14

HK49670488

IN WITNESS WHEREOF, the Company has caused this Warrant, as hereby amended and restated, to be signed and attested by its duly authorized officer under its corporate seal.

HOOPER HOLMES, INC.

By:/s/ Henry E. Dubois

Name:    Henry E. Dubois

Title:    Chief Executive Officer and President

[SIGNATURE PAGE TO WARRANT]

49670488

Acknowledged, accepted and agreed,

SWK FUNDING LLC

By: SWK Holdings Corporation,

its sole Manager

By:        /s/ Winston Black    

Name:     Winston Black

Title:    Chief Executive Officer

Date: May 11, 2017

[SIGNATURE PAGE TO WARRANT]

49670488

EXHIBIT I

EXERCISE AGREEMENT

To:

Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant (Certificate No. ____), hereby agrees to subscribe for the purchase of shares of the Common Stock covered by such Warrant and makes payment herewith in full therefor at the price per share provided by such Warrant. This subscription shall be effective on the date the Company has received this Exercise Agreement and the other items required under Section 1A(i) of the Warrant.

Check Box for Net Issue Exercise

Signature

Address

Exhibit I to Warrant

EXHIBIT II

ASSIGNMENT

FOR VALUE RECEIVED, ____________________ hereby sells, assigns, and transfers all of the rights of the undersigned under the attached Warrant (Certificate No. ____) with respect to the number of shares of the Common Stock covered thereby set forth below, unto:

Names of Assignee Address No. of Shares

Signature

Name:
Title:

EXHIBIT II TO WARRANT

EX-4.2

Exhibit 4.2

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE WARRANTS OR UNDERLYING SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SAID SECURITIES AND, ANY TRANSFER OF THIS WARRANT OR SHARES INTO WHICH THIS WARRANT IS EXERCISABLE NEED NOT REQUIRE NOTICE TO OR CONSENT OF THE COMPANY.

Warrant No.: ____    Number of Shares: 326,052

Date of Issuance: May 11, 2017

______________________________________________________________________________________

HOOPER HOLMES, INC.

A New York Corporation

______________________________________________________________________________________

Common Stock Purchase Warrant (the “Warrant”)

Hooper Holmes, Inc., an New York corporation (the “Company”), for value received, hereby certifies that WH-HH Blocker, Inc. (the “Initial Holder”), or his registered assigns (the Initial Holder or such registered assigns shall be referred to as the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time on or after the Exercise Period and on or before the Expiration Date (as hereinafter defined), in whole or in part, 326,052 shares (as adjusted from time to time pursuant to the provisions of this Warrant) of the Company’s common stock, $.04 par value (“Common Stock”), at an Exercise Price equal to $0.6134 per share, subject to adjustments pursuant to Section 2 herein (the “Exercise Price”). The shares purchasable upon exercise of this Warrant are sometimes hereinafter referred to as the “Warrant Stock”. “Exercise Period” means any date commencing twelve months after the issuance date hereof (i.e. May 11, 2018) and prior to the Expiration Date on which the Holder elects by written notice to the Company for this Warrant to become exercisable.

This Warrant is issued pursuant to that certain Agreement and Plan of Merger, dated March 7, 2017, by and among the Company, Piper Merger Corp., Provant Health Solutions, LLC, and Wellness Holdings, LLC (the “Merger Agreement”). Capitalized terms not otherwise used herein shall be as defined in the Merger Agreement.

1.Exercise.

(a)    Manner of Exercise. This Warrant may be exercised by the Holder, in whole or in part, by surrendering this Warrant, with the purchase/exercise form appended hereto as Exhibit A duly executed by such Holder or by such Holder’s duly authorized attorney, and delivering the Exercise Price at the principal office of the Company, or at such other office or agency as the Company may designate in writing. At Holder’s option, the Exercise Price may be paid in cash or via the “cashless exercise” method as provided in Section 1(b).

(b)    Cashless Exercise. If, pursuant to Section 1(a), this Warrant may be exercised in whole or in part by means of a “cashless exercise,” then the Holder shall be entitled to receive a certificate for the number of shares of Warrant Stock equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

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(i)    (A) = the closing price as of the last date immediately prior to the date of exercise;

(ii)    (B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(iii)    (X) = the number of Warrant Stock that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

(c)    [Reserved].

(d)    Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(a) above shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates.

(e)    Delivery to Holder. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within three (3) business days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(i)    such number of shares of Warrant Stock to which such Holder shall be entitled in electronic book entry form (or, if the Company is ineligible to issue shares in such manner or if the Holder so elects, then in certificated form via Federal Express) to the broker dealer or other custodian designated by Holder, and

(ii)    in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Holder upon such exercise as provided in Section 1(a) above.

(f)    Failure to Deliver. In the event the Company fails to deliver a certificate for the number of shares of Warrant Stock to which such Holder is entitled within three (3) business days after the exercise of this Warrant, the Holder shall be entitled to a penalty equaling one percent (1%) of the number of Warrant Stock issuable in accordance with the exercise of the Warrant for each fifteen (15) calendar day period commencing after such three (3) business day period. It is expressly understood that the foregoing penalty provision is in addition to, and not to the exclusion of, any and all remedies available to the Holder as set forth herein and in the Merger Agreement and, that the foregoing is a liquidated damages provision designed to reduce or eliminate costly dispute resolution process and that the same is fair and reasonable.

2.    Redemption; Fundamental Transactions.

(a)    Adjustments; Stock Splits and Dividends. If the outstanding shares of the Company’s common stock shall be subdivided into a greater number of shares or a dividend in common stock shall be paid in respect of common stock, then the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If the outstanding shares of common stock shall be combined into a smaller number of shares, then the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment. If (x) a subdivision, stock dividend, or combination of shares described in this Section 2(a) is part of a “going private” or similar transaction resulting in the Company’s securities no longer trading on an Eligible Market (as defined below), or (y) the Company

8092037v3

deregisters its securities from the Securities and Exchange Commission’s (“SEC’s”) reporting requirements by making the appropriate filings under Sections 12 and 15 of the Securities Exchange Act of 1934, then the Black Scholes Value buyout method of Section 2(b) shall apply.

(b)    Fundamental Transactions. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person in which the Company is not the surviving entity or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, a majority of the outstanding voting securities of the Successor Entity, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which the holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of a majority of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered in Section 2(a) above or this Section 2(b) below) or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, or spin-off) with another Person or group of Persons whereby such other Person or group acquires more than 60% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of Common Stock of the Successor Entity, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary in this Section 2(b), in the event of a Fundamental Transaction in which the Company’s shareholders receive, as consideration for the transaction, primarily securities of the Successor Entity, other than a transaction in which a Successor Entity that is a publicly traded corporation whose stock is quoted or listed for trading on an Eligible Market assumes this Warrant such that the Warrant shall be exercisable for the publicly traded Common Stock of such Successor Entity, the Successor Entity shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction.

For purposes of this Section 2, the terms (1) “Black Scholes Value” means the value of this Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the lesser of 100% and the 100-day volatility obtained from the HVT function on Bloomberg, L.P. as of the Business Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date; (2) “Successor Entity” means the Person (as defined below), which may be the Company (or, if

8092037v3

so elected by the Holder, the Parent Entity (as defined below)), formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into; (3) “Eligible Market” means the NYSE MKT, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing); (4) “Parent Entity” means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 2 and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction; and (5) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof. The Company shall cause any Successor Entity to assume in writing all of the obligations of the Company under this Warrant and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory to the Holder.

(c)    Adjustment Certificate.

When any adjustment is required to be made in the Warrant Stock or the Exercise Price pursuant to this Section 2, the Company shall promptly mail to the Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Exercise Price after such adjustment and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

3.    Transfers.

(a)    Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an exemption from the registration requirements of such act. Notwithstanding the foregoing, no notice to or consent of the Company shall be required for the sale of such securities (or the securities into which these Warrants are exercisable). Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

(b)    Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder (including any registration rights granted to the Holder pursuant to any other agreement) are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company. The Company shall, upon receipt of a transfer notice and appropriate documentation, register any Transfer on the Company’s warrant register; provided, however, that the Company may require, as a condition to such Transfer, an opinion reasonably satisfactory to the Company that said Transfer does not require registration pursuant one or more exemptions provided under the Securities Act.

4.    Warrant Register. The Company will maintain a register containing the names and addresses of the Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof

8092037v3

for all purposes, notwithstanding any notice to the contrary. Any Holder may change such Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

5.    No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will (subject to Section 13 below) at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

6.    Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate seven (7) years from the date of issuance of this Warrant (the “Expiration Date”).

7.    Notices of Certain Transactions. In case:

(a)    the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or

(b)    of any reclassification of the capital stock of the Company, or

(c)    of the voluntary or involuntary dissolution, liquidation or winding-up of the Company ((a), (b) and (c) of this Section 7 being referred to herein as a “Liquidation Event”),

then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reclassification, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon such reclassification, dissolution, liquidation or winding-up) are to be determined. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice. Failure to so notify a holder shall not invalidate any such action.

8.    Reservation of Stock. The Company will at all times reserve and keep available out of its authorized but unissued stock, solely for the issuance and delivery upon the exercise of this Warrant and other similar Warrants, such number of its duly authorized shares of Common Stock as from time to time shall be issuable upon the exercise of this Warrant and other similar Warrants. All of the shares of Common Stock issuable upon exercise of this Warrant and other similar Warrants, when issued and delivered in accordance with the terms hereof and thereof, will be duly authorized, validly issued, fully paid and non-assessable, subject to no lien or other encumbrance other than restrictions on transfer arising under applicable securities laws and restrictions imposed by Section 3 hereof.

9.    Exchange of Warrants. Upon the surrender by the Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Holder or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

10.    Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

8092037v3

11.    Notices. Any notice required or permitted by this Warrant shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, or overnight delivery service, addressed (a) if to the Holder, to the address of the Holder most recently furnished in writing to the Company and (b) if to the Company, to the address set forth in the Company’s periodic report most recently filed with the SEC, attn.: Chief Executive Officer.

12.    No Rights as Stockholder. Until the exercise of this Warrant, the Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

13.    Representations of Holder. The Holder hereby represents and acknowledges to the Company that:

(a)    It understands that this Warrant and the Warrant Stock will be “restricted securities” as such term is used in the rules and regulations under the Securities Act and that such securities have not been and will not be registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions;

(b)    the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein;

(c)    the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant and the Warrant Stock and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; and

(d)    the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares issued upon exercise of this Warrant:

“These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an exemption from the Registration Requirements of such Act. Notwithstanding the foregoing, the Securities issued hereby may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by said securities and, any transfer or sale of these securities need not require any notice to or consent of the Company.”

14.    No Fractional Shares. No fractional shares will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one such share on the date of exercise, as determined in good faith by the Company’s Board of Directors.

15.    Amendment or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the holder of this Warrant.

16.    Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

17.    Governing Law; Enforcement. This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. The Company specifically acknowledges that remedies and damages at law may be insufficient and that Holder will be irreparably

8092037v3

injured if it is not issued shares in a timely manner or otherwise unable to sell those shares in a timely manner as a result of Company’s actions. Accordingly, without limiting any remedies at law or in equity to which Holder is entitled, Company consents to equitable remedies in the form of specific performance for issuance of shares, or other injunctive or declaratory relief and waives objections thereto. Company also waives the requirement that Holder post any form of bond as a condition to obtaining or asserting such relief at law or in equity.

[Remainder of Page Intentionally Left Blank]

8092037v3

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and delivered by its authorized officer as of the date first above written.

HOOPER HOLMES, INC. a New York corporation

Signed:/s/ Henry Dubois    

By: Henry Dubois

Title: Chief Executive Officer

EXHIBIT A

PURCHASE/EXERCISE FORM

To:    HOOPER HOLMES, INC.     Dated:_________________

The undersigned holder, pursuant to the provisions set forth in the attached Warrant No. ___, hereby exercises the right to purchase _________________ shares of Common Stock covered by such Warrant. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

Form of Exercise Price. If applicable pursuant to Section 1(a) of the Warrant, the undersigned holder intends that payment of the Exercise Price shall be made as a “Cashless Exercise” with respect to ______________ Warrants, resulting in the issuance of _____________ shares of Warrant Stock. The cash exercise price for all other shares is enclosed herewith.

Remaining Warrants. The Company shall issue to the undersigned a Warrant Agreement representing the unexercised and remaining Warrants, if any, after the exercise hereof, within three (3) business days.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 13 of the Warrant and by its signature below hereby makes such representations and warranties to the Company.

Signature:    

Name (print):    

Title (if applic.)    

Company (if applic.):    

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EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED, _________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Common Stock Purchase Warrant No. ___ with respect to the number of shares of Common Stock covered thereby set forth below, to:

Name of Assignee Address/Fax Number No. of Shares

Dated:        Signature:    

Witness:    

WA 9205564.3

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EX-4.3

Exhibit 4.3

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE WARRANTS OR UNDERLYING SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SAID SECURITIES AND, ANY TRANSFER OF THIS WARRANT OR SHARES INTO WHICH THIS WARRANT IS EXERCISABLE NEED NOT REQUIRE NOTICE TO OR CONSENT OF THE COMPANY.

Warrant No.: ____    Number of Shares: 1,093,750

Date of Issuance: May 11, 2017

______________________________________________________________________________________

HOOPER HOLMES, INC.

A New York Corporation

______________________________________________________________________________________

Common Stock Purchase Warrant (the “Warrant”)

Hooper Holmes, Inc., an New York corporation (the “Company”), for value received, hereby certifies that WH-HH Holdings, LLC (the “Initial Holder”), or his registered assigns (the Initial Holder or such registered assigns shall be referred to as the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time on or after the Exercise Period and on or before the Expiration Date (as hereinafter defined), in whole or in part, 1,093,750 shares (as adjusted from time to time pursuant to the provisions of this Warrant) of the Company’s common stock, $.04 par value (“Common Stock”), at an Exercise Price equal to $1.35 per share, subject to adjustments pursuant to Section 2 herein (the “Exercise Price”). The shares purchasable upon exercise of this Warrant are sometimes hereinafter referred to as the “Warrant Stock”. “Exercise Period” means any date commencing six months after the issuance date hereof (i.e. November 11, 2017) and prior to the Expiration Date on which the Holder elects by written notice to the Company for this Warrant to become exercisable.

This Warrant is issued pursuant to that certain Securities Purchase Agreement, dated as of even date herewith, by and between the Company and Initial Holder, pursuant to which Initial Holder acquired certain Units comprised of Common Stock and Warrants (the “Purchase Agreement”). Capitalized terms not otherwise used herein shall be as defined in the Securities Purchase Agreement between the Company and the original purchaser of this Warrant, dated as of even date herewith.

1.Exercise.

(a)    Manner of Exercise. This Warrant may be exercised by the Holder, in whole or in part, by surrendering this Warrant, with the purchase/exercise form appended hereto as Exhibit A duly executed by such Holder or by such Holder’s duly authorized attorney, and delivering the Exercise Price at the principal office of the Company, or at such other office or agency as the Company may designate in writing. The Exercise Price will be paid in cash if the Holder voluntarily exercises this Warrant under this Section 1(a). At the Holder’s option, the Exercise Price may be paid via the “cashless exercise” method as provided in Section 1(b) only if and to the extent that (x) the Company called the Warrant pursuant to Section 1(c) or (y) no Registration Statement (as hereinafter defined) covering the resale of the Warrant Stock is in effect at the time of such exercise. A “Registration Statement,” as used herein shall be and

mean a Registration Statement on Form S-1 or S-3 registering the Warrant Stock for resale pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and declared effective with the Securities and Exchange Commission (the “SEC”).

(b)    Cashless Exercise. If, pursuant to Section 1(a), this Warrant may be exercised in whole or in part by means of a “cashless exercise,” then the Holder shall be entitled to receive a certificate for the number of shares of Warrant Stock equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(i)    (A) = the closing price as of the last date immediately prior to the date of exercise;

(ii)    (B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(iii)    (X) = the number of Warrant Stock that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

(c)    Callable Provision. If the closing price for each of ten (10) consecutive trading days (the “Measurement Period”), equals or exceeds $2.70 per share (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the date of issuance of this Warrant) with a minimum trading volume of 100,000 shares per day, then the Company may, within five (5) business days of the end of such Measurement Period, call for cancellation of up to 100% of all or any portion of this Warrant for which a Purchase/Exercise Form has not yet been delivered (such right, a “Call”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. In the event a Purchase/Exercise Form for any portion of this Warrant subject to such Call Notice shall not have been received by the Company within five (5) business days after the date the Call Notice is actually received by the Holder (the “Call Date”), then the Warrant shall be deemed exercised in its entirety based on the closing price in effect on the Call Date in accordance with Section 1(b) above (and all underlying Shares issued). By way of example only if at the Call Date the closing price is $5.00 per share then “(A)” as provided in the cashless exercise formula in Section 1(b) above, shall be deemed $5.00 per share unless and to the extent that such Warrant was already exercised at a different price. The following additional restrictions shall all apply to the Company’s Call rights:

(i)    The Company’s Call rights as set forth in this Section 1(c) are exercisable by the Company only if an effective registration of the Warrant Stock under the Securities Act of 1933 (the “Securities Act”), or if the Warrant Stock is otherwise resellable in accordance with the safe harbor provisions of Rule 144, at all times commencing on the date of the Call Notice through the Call Date.

(ii)    [Omitted].

(iii)    [Omitted].

(d)    Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(c) above shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates.

(e)    Delivery to Holder. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within three (3) business days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(i)    such number of shares of Warrant Stock to which such Holder shall be entitled in electronic book entry form (or, if the Company is ineligible to issue shares in such manner or if the Holder so elects, then in certificated form via Federal Express) to the broker dealer or other custodian designated by Holder, and

(ii)    in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Holder upon such exercise as provided in Section 1(a) above.

(f)    Failure to Deliver. In the event the Company fails to deliver a certificate for the number of shares of Warrant Stock to which such Holder is entitled within three (3) business days after the exercise of this Warrant, the Holder shall be entitled to a penalty equaling one percent (1%) of the number of Warrant Stock issuable in accordance with the exercise of the Warrant for each fifteen (15) calendar day period commencing after such three (3) business day period. It is expressly understood that the foregoing penalty provision is in addition to, and not to the exclusion of, any and all remedies available to the Holder as set forth herein and in the Purchase Agreement and, that the foregoing is a liquidated damages provision designed to reduce or eliminate costly dispute resolution process and that the same is fair and reasonable.

(g)    [Omitted].

2.    Redemption; Fundamental Transactions.

(a)    Adjustments; Stock Splits and Dividends. If the outstanding shares of the Company’s common stock shall be subdivided into a greater number of shares or a dividend in common stock shall be paid in respect of common stock, then the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If the outstanding shares of common stock shall be combined into a smaller number of shares, then the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment. If the Company deregisters its securities from the SEC’s reporting requirements by making the appropriate filings under Sections 12 and 15 of the Securities Exchange Act of 1934, then the Black Scholes Value buyout method of Section 2(b) shall apply.

(b)    Fundamental Transactions. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person in which the Company is not the surviving entity or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, a majority of the outstanding voting securities of the Successor Entity, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which the holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of a majority of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered in Section 2(a) above or this Section 2(b) below) or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, or spin-off) with another Person or group of Persons whereby such other Person or group acquires more than 60% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of Common Stock of the Successor Entity, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental

Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary in this Section 2(b), in the event of a Fundamental Transaction in which the Company’s shareholders receive, as consideration for the transaction, primarily securities of the Successor Entity, other than a transaction in which a Successor Entity that is a publicly traded corporation whose stock is quoted or listed for trading on an Eligible Market assumes this Warrant such that the Warrant shall be exercisable for the publicly traded Common Stock of such Successor Entity, the Successor Entity shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction.

For purposes of this Section 2, the terms (1) “Black Scholes Value” means the value of this Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the lesser of 100% and the 100-day volatility obtained from the HVT function on Bloomberg, L.P. as of the Business Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date; (2) “Successor Entity” means the Person (as defined below), which may be the Company (or, if so elected by the Holder, the Parent Entity (as defined below)), formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into; (3) “Eligible Market” means the NYSE MKT, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing); (4) “Parent Entity” means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 2 and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction; and (5) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof. The Company shall cause any Successor Entity to assume in writing all of the obligations of the Company under this Warrant and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory to the Holder.

(c)    Adjustment Certificate.

When any adjustment is required to be made in the Warrant Stock or the Exercise Price pursuant to this Section 2, the Company shall promptly mail to the Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Exercise Price after such adjustment and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

3.    Transfers.

(a)    Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an exemption from the registration requirements of such act. Notwithstanding the foregoing, no notice to or consent of the Company shall be required for the sale of such securities (or the securities into which these Warrants are exercisable). Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

(b)    Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder (including any registration rights granted to the Holder pursuant to the Purchase Agreement) are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company. The Company shall, upon receipt of a transfer notice and appropriate documentation, register any Transfer on the Company’s Warrant Register; provided, however, that the Company may require, as a condition to such Transfer, an opinion reasonably satisfactory to the Company that said Transfer does not require registration pursuant one or more exemptions provided under the Securities Act.

4.    Warrant Register. The Company will maintain a register containing the names and addresses of the Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Holder may change such Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

5.    No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will (subject to Section 13 below) at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

6.    Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate four (4) years from the date of issuance of this Warrant (the “Expiration Date”).

7.    Notices of Certain Transactions. In case:

(a)    the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or

(b)    of any reclassification of the capital stock of the Company, or

(c)    of the voluntary or involuntary dissolution, liquidation or winding-up of the Company ((a), (b) and (c) of this Section 7 being referred to herein as a “Liquidation Event”),

then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reclassification, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon such reclassification, dissolution, liquidation or winding-up) are to be determined. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice. Failure to so notify a holder shall not invalidate any such action.

8.    Reservation of Stock. The Company will at all times reserve and keep available out of its authorized but unissued stock, solely for the issuance and delivery upon the exercise of this Warrant and other similar Warrants, such number of its duly authorized shares of Common Stock as from time to time shall be issuable upon the exercise of this Warrant and other similar Warrants. All of the shares of Common Stock issuable upon exercise of this Warrant and other similar Warrants, when issued and delivered in accordance with the terms hereof and thereof, will be duly authorized, validly issued, fully paid and non-assessable, subject to no lien or other encumbrance other than restrictions on transfer arising under applicable securities laws and restrictions imposed by Section 3 hereof.

9.    Exchange of Warrants. Upon the surrender by the Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Holder or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

10.    Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

11.    Notices. Any notice required or permitted by this Warrant shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, or overnight delivery service, addressed (a) if to the Holder, to the address of the Holder most recently furnished in writing to the Company and (b) if to the Company, to the address set forth in the Company’s periodic report most recently filed with the SEC, attn.: Chief Executive Officer.

12.    No Rights as Stockholder. Until the exercise of this Warrant, the Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

13.    Representations of Holder. The Holder hereby represents and acknowledges to the Company that:

(a)    It understands that this Warrant and the Warrant Stock will be “restricted securities” as such term is used in the rules and regulations under the Securities Act and that such securities have not been and will not be registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions;

(b)    the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein;

(c)    the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant and the Warrant Stock and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; and

(d)    the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares issued upon exercise of this Warrant:

“These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an exemption from the Registration Requirements of such Act. Notwithstanding the foregoing, the Securities issued hereby may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by said securities and, any transfer or sale of these securities need not require any notice to or consent of the Company.”

14.    No Fractional Shares. No fractional shares will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one such share on the date of exercise, as determined in good faith by the Company’s Board of Directors.

15.    Amendment or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the holder of this Warrant.

16.    Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

17.    Governing Law; Enforcement. This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. The Company specifically acknowledges that remedies and damages at law may be insufficient and that Holder will be irreparably injured if it is not issued shares in a timely manner or otherwise unable to sell those shares in a timely manner as a result of Company’s actions. Accordingly, without limiting any remedies at law or in equity to which Holder is entitled, Company consents to equitable remedies in the form of specific performance for issuance of shares, or other injunctive or declaratory relief and waives objections thereto. Company also waives the requirement that Holder post any form of bond as a condition to obtaining or asserting such relief at law or in equity.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and delivered by its authorized officer as of the date first above written.

HOOPER HOLMES, INC. a New York corporation

Signed:/s/ Henry Dubois    

By: Henry Dubois

Title: Chief Executive Officer

EXHIBIT A

PURCHASE/EXERCISE FORM

To:    HOOPER HOLMES, INC.     Dated:_________________

The undersigned holder, pursuant to the provisions set forth in the attached Warrant No. ___, hereby exercises the right to purchase _________________ shares of Common Stock covered by such Warrant. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

Form of Exercise Price. If applicable pursuant to Section 1(a) of the Warrant, the undersigned holder intends that payment of the Exercise Price shall be made as a “Cashless Exercise” with respect to ______________ Warrants, resulting in the issuance of _____________ shares of Warrant Stock. The cash exercise price for all other shares is enclosed herewith.

Remaining Warrants. The Company shall issue to the undersigned a Warrant Agreement representing the unexercised and remaining Warrants, if any, after the exercise hereof, within three (3) business days.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 13 of the Warrant and by its signature below hereby makes such representations and warranties to the Company.

Signature:    

Name (print):    

Title (if applic.)    

Company (if applic.):    

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED, _________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Common Stock Purchase Warrant No. ___ with respect to the number of shares of Common Stock covered thereby set forth below, to:

Name of Assignee Address/Fax Number No. of Shares

Dated:        Signature:    

Witness:    

WA 9577590.1

EX-4.4

Exhibit 4.4

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE WARRANTS OR UNDERLYING SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SAID SECURITIES AND, ANY TRANSFER OF THIS WARRANT OR SHARES INTO WHICH THIS WARRANT IS EXERCISABLE NEED NOT REQUIRE NOTICE TO OR CONSENT OF THE COMPANY.

Warrant No.: ____    Number of Shares: 62,500

Date of Issuance: May 11, 2017

______________________________________________________________________________________

HOOPER HOLMES, INC.

A New York Corporation

______________________________________________________________________________________

Common Stock Purchase Warrant (the “Warrant”)

Hooper Holmes, Inc., an New York corporation (the “Company”), for value received, hereby certifies that Ron Aprahamian (the “Initial Holder”), or his registered assigns (the Initial Holder or such registered assigns shall be referred to as the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time on or after the Exercise Period and on or before the Expiration Date (as hereinafter defined), in whole or in part, 62,500 shares (as adjusted from time to time pursuant to the provisions of this Warrant) of the Company’s common stock, $.04 par value (“Common Stock”), at an Exercise Price equal to $1.35 per share, subject to adjustments pursuant to Section 2 herein (the “Exercise Price”). The shares purchasable upon exercise of this Warrant are sometimes hereinafter referred to as the “Warrant Stock”. “Exercise Period” means any date commencing six months after the issuance date hereof (i.e. November 11, 2017) and prior to the Expiration Date on which the Holder elects by written notice to the Company for this Warrant to become exercisable.

This Warrant is issued pursuant to that certain Securities Purchase Agreement, dated as of even date herewith, by and between the Company and Initial Holder, pursuant to which Initial Holder acquired certain Units comprised of Common Stock and Warrants (the “Purchase Agreement”). Capitalized terms not otherwise used herein shall be as defined in the Securities Purchase Agreement between the Company and the original purchaser of this Warrant, dated as of even date herewith.

1.Exercise.

(a)    Manner of Exercise. This Warrant may be exercised by the Holder, in whole or in part, by surrendering this Warrant, with the purchase/exercise form appended hereto as Exhibit A duly executed by such Holder or by such Holder’s duly authorized attorney, and delivering the Exercise Price at the principal office of the Company, or at such other office or agency as the Company may designate in writing. The Exercise Price will be paid in cash if the Holder voluntarily exercises this Warrant under this Section 1(a). At the Holder’s option, the Exercise Price may be paid via the “cashless exercise” method as provided in Section 1(b) only if and to the extent that (x) the Company called the Warrant pursuant to Section 1(c) or (y) no Registration Statement (as hereinafter defined) covering the resale

of the Warrant Stock is in effect at the time of such exercise. A “Registration Statement,” as used herein shall be and mean a Registration Statement on Form S-1 or S-3 registering the Warrant Stock for resale pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and declared effective with the Securities and Exchange Commission (the “SEC”).

(b)    Cashless Exercise. If, pursuant to Section 1(a), this Warrant may be exercised in whole or in part by means of a “cashless exercise,” then the Holder shall be entitled to receive a certificate for the number of shares of Warrant Stock equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(i)    (A) = the closing price as of the last date immediately prior to the date of exercise;

(ii)    (B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(iii)    (X) = the number of Warrant Stock that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

(c)    Callable Provision. If the closing price for each of ten (10) consecutive trading days (the “Measurement Period”), equals or exceeds $2.70 per share (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the date of issuance of this Warrant) with a minimum trading volume of 100,000 shares per day, then the Company may, within five (5) business days of the end of such Measurement Period, call for cancellation of up to 100% of all or any portion of this Warrant for which a Purchase/Exercise Form has not yet been delivered (such right, a “Call”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. In the event a Purchase/Exercise Form for any portion of this Warrant subject to such Call Notice shall not have been received by the Company within five (5) business days after the date the Call Notice is actually received by the Holder (the “Call Date”), then the Warrant shall be deemed exercised in its entirety based on the closing price in effect on the Call Date in accordance with Section 1(b) above (and all underlying Shares issued). By way of example only if at the Call Date the closing price is $5.00 per share then “(A)” as provided in the cashless exercise formula in Section 1(b) above, shall be deemed $5.00 per share unless and to the extent that such Warrant was already exercised at a different price. The following additional restrictions shall all apply to the Company’s Call rights:

(i)    The Company’s Call rights as set forth in this Section 1(c) are exercisable by the Company only if an effective registration of the Warrant Stock under the Securities Act of 1933 (the “Securities Act”), or if the Warrant Stock is otherwise resellable in accordance with the safe harbor provisions of Rule 144, at all times commencing on the date of the Call Notice through the Call Date.

(ii)    [Omitted].

(iii)    The Company’s Call rights as set forth in this Section 1(c) may not be exercised by the Company with respect to any Holder if such Call Notice and the anticipated exercise by such Holder results in issuance of Warrant Shares that would result in such Holder exceeding the maximum amount of securities that such person may own as provided in Section 1(g) below (unless said Holder has waived said rights as provided in Section 1(g) below).

(d)    Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(c) above shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates.

(e)    Delivery to Holder. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within three (3) business days thereafter, the Company at its expense will cause to be issued in

the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(i)    such number of shares of Warrant Stock to which such Holder shall be entitled in electronic book entry form (or, if the Company is ineligible to issue shares in such manner or if the Holder so elects, then in certificated form via Federal Express) to the broker dealer or other custodian designated by Holder, and

(ii)    in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Holder upon such exercise as provided in Section 1(a) above.

(f)    Failure to Deliver. In the event the Company fails to deliver a certificate for the number of shares of Warrant Stock to which such Holder is entitled within three (3) business days after the exercise of this Warrant, the Holder shall be entitled to a penalty equaling one percent (1%) of the number of Warrant Stock issuable in accordance with the exercise of the Warrant for each fifteen (15) calendar day period commencing after such three (3) business day period. It is expressly understood that the foregoing penalty provision is in addition to, and not to the exclusion of, any and all remedies available to the Holder as set forth herein and in the Purchase Agreement and, that the foregoing is a liquidated damages provision designed to reduce or eliminate costly dispute resolution process and that the same is fair and reasonable.

(g)    Holder’s Exercise Limitations. The Company shall not effect any exercise or Call Notice of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise (or as provided for on the Call Date), the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1(g) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the reasonable discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(g), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of

Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1(g), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Warrant held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(g) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

2.    Redemption; Fundamental Transactions.

(a)    Adjustments; Stock Splits and Dividends. If the outstanding shares of the Company’s common stock shall be subdivided into a greater number of shares or a dividend in common stock shall be paid in respect of common stock, then the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If the outstanding shares of common stock shall be combined into a smaller number of shares, then the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment. If the Company deregisters its securities from the SEC’s reporting requirements by making the appropriate filings under Sections 12 and 15 of the Securities Exchange Act of 1934, then the Black Scholes Value buyout method of Section 2(b) shall apply.

(b)    Fundamental Transactions. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person in which the Company is not the surviving entity or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, a majority of the outstanding voting securities of the Successor Entity, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which the holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of a majority of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered in Section 2(a) above or this Section 2(b) below) or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, or spin-off) with another Person or group of Persons whereby such other Person or group acquires more than 60% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of Common Stock of the Successor Entity, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Sections 1(g) of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate

Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary in this Section 2(b), in the event of a Fundamental Transaction in which the Company’s shareholders receive, as consideration for the transaction, primarily securities of the Successor Entity, other than a transaction in which a Successor Entity that is a publicly traded corporation whose stock is quoted or listed for trading on an Eligible Market assumes this Warrant such that the Warrant shall be exercisable for the publicly traded Common Stock of such Successor Entity, the Successor Entity shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction.

For purposes of this Section 2, the terms (1) “Black Scholes Value” means the value of this Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the lesser of 100% and the 100-day volatility obtained from the HVT function on Bloomberg, L.P. as of the Business Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date; (2) “Successor Entity” means the Person (as defined below), which may be the Company (or, if so elected by the Holder, the Parent Entity (as defined below)), formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into; (3) “Eligible Market” means the NYSE MKT, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing); (4) “Parent Entity” means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 2 and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction; and (5) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof. The Company shall cause any Successor Entity to assume in writing all of the obligations of the Company under this Warrant and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory to the Holder.

(c)    Adjustment Certificate.

When any adjustment is required to be made in the Warrant Stock or the Exercise Price pursuant to this Section 2, the Company shall promptly mail to the Holder a certificate setting forth (i) a brief statement of the facts requiring

such adjustment, (ii) the Exercise Price after such adjustment and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

3.    Transfers.

(a)    Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an exemption from the registration requirements of such act. Notwithstanding the foregoing, no notice to or consent of the Company shall be required for the sale of such securities (or the securities into which these Warrants are exercisable). Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

(b)    Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder (including any registration rights granted to the Holder pursuant to the Purchase Agreement) are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company. The Company shall, upon receipt of a transfer notice and appropriate documentation, register any Transfer on the Company’s Warrant Register; provided, however, that the Company may require, as a condition to such Transfer, an opinion reasonably satisfactory to the Company that said Transfer does not require registration pursuant one or more exemptions provided under the Securities Act.

4.    Warrant Register. The Company will maintain a register containing the names and addresses of the Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Holder may change such Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

5.    No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will (subject to Section 13 below) at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

6.    Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate four (4) years from the date of issuance of this Warrant (the “Expiration Date”).

7.    Notices of Certain Transactions. In case:

(a)    the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or

(b)    of any reclassification of the capital stock of the Company, or

(c)    of the voluntary or involuntary dissolution, liquidation or winding-up of the Company ((a), (b) and (c) of this Section 7 being referred to herein as a “Liquidation Event”),

then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right,

and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reclassification, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon such reclassification, dissolution, liquidation or winding-up) are to be determined. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice. Failure to so notify a holder shall not invalidate any such action.

8.    Reservation of Stock. The Company will at all times reserve and keep available out of its authorized but unissued stock, solely for the issuance and delivery upon the exercise of this Warrant and other similar Warrants, such number of its duly authorized shares of Common Stock as from time to time shall be issuable upon the exercise of this Warrant and other similar Warrants. All of the shares of Common Stock issuable upon exercise of this Warrant and other similar Warrants, when issued and delivered in accordance with the terms hereof and thereof, will be duly authorized, validly issued, fully paid and non-assessable, subject to no lien or other encumbrance other than restrictions on transfer arising under applicable securities laws and restrictions imposed by Section 3 hereof.

9.    Exchange of Warrants. Upon the surrender by the Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Holder or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

10.    Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

11.    Notices. Any notice required or permitted by this Warrant shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, or overnight delivery service, addressed (a) if to the Holder, to the address of the Holder most recently furnished in writing to the Company and (b) if to the Company, to the address set forth in the Company’s periodic report most recently filed with the SEC, attn.: Chief Executive Officer.

12.    No Rights as Stockholder. Until the exercise of this Warrant, the Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

13.    Representations of Holder. The Holder hereby represents and acknowledges to the Company that:

(a)    It understands that this Warrant and the Warrant Stock will be “restricted securities” as such term is used in the rules and regulations under the Securities Act and that such securities have not been and will not be registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions;

(b)    the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein;

(c)    the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant and the Warrant Stock and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; and

(d)    the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares issued upon exercise of this Warrant:

“These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an exemption from the Registration Requirements of such Act. Notwithstanding the foregoing, the Securities issued hereby may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by said securities and, any transfer or sale of these securities need not require any notice to or consent of the Company.”

14.    No Fractional Shares. No fractional shares will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one such share on the date of exercise, as determined in good faith by the Company’s Board of Directors.

15.    Amendment or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the holder of this Warrant.

16.    Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

17.    Governing Law; Enforcement. This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. The Company specifically acknowledges that remedies and damages at law may be insufficient and that Holder will be irreparably injured if it is not issued shares in a timely manner or otherwise unable to sell those shares in a timely manner as a result of Company’s actions. Accordingly, without limiting any remedies at law or in equity to which Holder is entitled, Company consents to equitable remedies in the form of specific performance for issuance of shares, or other injunctive or declaratory relief and waives objections thereto. Company also waives the requirement that Holder post any form of bond as a condition to obtaining or asserting such relief at law or in equity.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and delivered by its authorized officer as of the date first above written.

HOOPER HOLMES, INC. a New York corporation

Signed:/s/ Henry Dubois    

By: Henry Dubois

Title: Chief Executive Officer

EXHIBIT A

PURCHASE/EXERCISE FORM

To:    HOOPER HOLMES, INC.     Dated:_________________

The undersigned holder, pursuant to the provisions set forth in the attached Warrant No. ___, hereby exercises the right to purchase _________________ shares of Common Stock covered by such Warrant. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

Form of Exercise Price. If applicable pursuant to Section 1(a) of the Warrant, the undersigned holder intends that payment of the Exercise Price shall be made as a “Cashless Exercise” with respect to ______________ Warrants, resulting in the issuance of _____________ shares of Warrant Stock. The cash exercise price for all other shares is enclosed herewith.

Remaining Warrants. The Company shall issue to the undersigned a Warrant Agreement representing the unexercised and remaining Warrants, if any, after the exercise hereof, within three (3) business days.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 13 of the Warrant and by its signature below hereby makes such representations and warranties to the Company.

Signature:    

Name (print):    

Title (if applic.)    

Company (if applic.):    

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED, _________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Common Stock Purchase Warrant No. ___ with respect to the number of shares of Common Stock covered thereby set forth below, to:

Name of Assignee Address/Fax Number No. of Shares

Dated:        Signature:    

Witness:    

EX-10.1

EXECUTION VERSION

Exhibit 10.1

____________________________________________________

____________________________________________________

AMENDED AND RESTATED

CREDIT AGREEMENT

among

HOOPER HOLMES, INC.

as Borrower,

SWK FUNDING LLC,
as Agent, Sole Lead Arranger and Sole Bookrunner,

and

the financial institutions party hereto from time to time as Lenders

Dated as of May 11, 2017

____________________________________________________

____________________________________________________

[Hooper Holmes] Credit Agreement

	Table of Contents
		Page
Section 1	Definitions; Interpretation.	1
1.1	Definitions	1
1.2	Interpretation	15
Section 2	Credit Facility.	15
2.1	Commitments	15
	2.1.1 Term Loan Commitments	15
	2.1.1 Revolving Loan Commitments	16
2.2	Loan Procedures	16
	2.2.1 Term Loan Procedures	16
	2.2.1 Revolving Loan Procedures	16
2.3	Commitments Several	16
2.4	Indebtedness Absolute; No Offset; Waiver	16
2.5	Loan Accounting	17
	2.5.1 Recordkeeping	17
	2.5.2 Notes	18
2.6	Payment of Interest	18
	2.6.1 Interest Rates	18
	2.6.2 Payments of Interest and Principal	18
2.7	Fees	19
2.8	Prepayment	19
	2.8.1 Mandatory Prepayment	19
	2.8.2 Voluntary Prepayment	19
2.9	Repayment of Loan	20
	2.9.1 Revenue-Based Payment	20
	2.9.2 Principal	22
2.10	Payment	22
	2.10.1 Making of Payments	22
	2.10.2 Application of Payments and Proceeds	22
	2.10.3 Set-off	23
	2.10.4 Proration of Payments	23
Section 3	Yield Protection.	23
3.1	Taxes	23
3.2	Increased Cost	25
3.3	[Reserved].	27
3.4	Manner of Funding; Alternate Funding Offices	27
3.5	Conclusiveness of Statements; Survival	27
Section 4	Conditions Precedent.	27
4.1	Prior Debt	27
4.2	Delivery of Loan Documents	27
4.3	Fees	28

- i -

[Hooper Holmes] Amended and Restated Credit Agreement

4.4	Warrant	28
4.5	Representations, Warranties, Defaults	29
4.6	[Reserved].	29
4.7	[Reserved]	29
4.8	No Felonies or Indictable Offenses	29
4.9	No Material Adverse Effect	29
4.10	Provant Merger Closing	29
4.11	Minimum Capital Raise	29
Section 5	Representations and Warranties.	30
5.1	Organization	30
5.2	Authorization; No Conflict	30
5.3	Validity; Binding Nature	30
5.4	Financial Condition	30
5.5	No Material Adverse Change	31
5.6	Litigation	31
5.7	Ownership of Properties; Liens	31
5.8	Capitalization	31
5.9	Pension Plans	31
5.10	Investment Company Act	31
5.11	No Default	32
5.12	Margin Stock	32
5.13	Taxes	32
5.14	Solvency	32
5.15	Environmental Matters	32
5.16	Insurance	32
5.17	Information	33
5.18	Intellectual Property; Products and Services	33
5.19	Restrictive Provisions	34
5.20	Labor Matters	34
5.21	Material Contracts	34
5.22	Compliance with Laws; Health Care Laws	34
5.23	Existing Indebtedness; Investments, Guarantees and Certain Contracts	35
5.24	Affiliated Agreements	36
5.25	Names; Locations of Offices, Records and Collateral; Deposit Accounts	36
5.26	[Reserved]	36
5.27	Broker’s or Finder’s Commissions	36
5.28	Anti-Terrorism; OFAC	36
5.29	Security Interest	37
5.30	Survival	37
Section 6	Affirmative Covenants.	37
6.1	Information	37
	6.1.1 Annual Report	37
	6.1.2 Interim Reports	38
	6.1.3 Quarterly Review Meeting	38

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[Hooper Holmes] Amended and Restated Credit Agreement

	If requested by Agent, Borrower and any other Loan Parties as requested by Agent shall be available in person or via teleconference as and when requested by Agent for a quarterly review meeting regarding the status of Borrower, the Collateral and performance of the same.	38
	6.1.4 Compliance Certificate; Revenue	38
	6.1.5 Reports to Governmental Authorities and Shareholders	39
	6.1.6 Notice of Default; Litigation	39
	6.1.7 Management Report	40
	6.1.8 Projections	40
	6.1.9 Updated Schedules to Guarantee and Collateral Agreement	40
	6.1.10 Other Information	40
6.2	Books; Records; Inspections	41
6.3	Conduct of Business; Maintenance of Property; Insurance	41
6.4	Compliance with Laws; Payment of Taxes and Liabilities	42
6.5	[Reserved]	42
6.6	Employee Benefit Plans	42
6.7	Environmental Matters	43
6.8	Further Assurances	43
6.9	Compliance with Health Care Laws	43
6.10	Cure of Violations	44
6.11	Corporate Compliance Program	44
6.12	Post-Closing Equity Raise	45
6.13	Deposit Accounts	45
Section 7	Negative Covenants.	45
7.1	Debt	45
7.2	Liens	46
7.3	Dividends; Redemption of Equity Interests	47
7.4	Mergers; Consolidations; Asset Sales	48
7.5	Modification of Organizational Documents	48
7.6	Use of Proceeds	48
7.7	Transactions with Affiliates	49
7.8	Inconsistent Agreements	49
7.9	Business Activities	49
7.10	Investments	49
7.11	Restriction of Amendments to Certain Documents	50
7.12	Fiscal Year	51
7.13	Financial Covenants	51
	7.13.1 Consolidated Unencumbered Liquid Assets	51
	7.13.2 Minimum Aggregate Revenue	51
	7.13.3 Minimum EBITDA	51
7.14	Deposit Accounts	52
7.15	Subsidiaries	52
7.16	Regulatory Matters	52
7.17	Name; Permits; Dissolution; Insurance Policies; Disposition of Collateral; Taxes; Trade Names	53
7.18	Truth of Statements	53
Section 8	Events of Default; Remedies.	53
8.1	Events of Default	53

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[Hooper Holmes] Amended and Restated Credit Agreement

	8.1.1 Non-Payment of Credit	53
	8.1.2 Default Under Other Debt	54
	8.1.3 Bankruptcy; Insolvency	54
	8.1.4 Non-Compliance with Loan Documents	54
	8.1.5 Representations; Warranties	54
	8.1.6 Pension Plans	55
	8.1.7 Judgments	55
	8.1.8 Invalidity of Loan Documents or Liens	55
	8.1.9 Invalidity of Subordination Provisions	55
	8.1.10 Change of Control	55
	8.1.11 Certificate Withdrawals, Adverse Test or Audit Results, and Other Matters	56
8.2	Remedies	56
Section 9	Agent.	57
9.1	Appointment; Authorization	57
9.2	Delegation of Duties	57
9.3	Limited Liability	57
9.4	Reliance	58
9.5	Notice of Default	58
9.6	Credit Decision	58
9.7	Indemnification	59
9.8	Agent Individually	59
9.9	Successor Agent	59
9.1	Collateral and Guarantee Matters	60
9.11	SCM Indebtedness and Equivalent Credit Line Intercreditor Agreement	60
9.12	Actions in Concert	61
Section 10	Miscellaneous.	61
10.1	Waiver; Amendments	61
10.2	Notices	62
10.3	Computations	62
10.4	Costs; Expenses	62
10.5	Indemnification by Borrower	63
10.6	Marshaling; Payments Set Aside	63
10.7	Nonliability of Lenders	64
10.8	Assignments	64
	10.8.1 Assignments	64
10.9	Participations	65
10.1	Confidentiality	66
10.11	Captions	66
10.12	Nature of Remedies	66
10.13	Counterparts	67
10.14	Severability	67
10.15	Entire Agreement	67
10.16	Successors; Assigns	67
10.17	Governing Law	67

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[Hooper Holmes] Amended and Restated Credit Agreement

10.18	Forum Selection; Consent to Jurisdiction	68
10.19	Waiver of Jury Trial	68
10.2	Patriot Act	68
10.21	Amendment and Restatement	68

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[Hooper Holmes] Amended and Restated Credit Agreement

Annexes

Annex I Commitments and Pro Rata Shares

Annex II Addresses

Exhibits

Exhibit A Form of Assignment Agreement

Exhibit B Form of Compliance Certificate

Exhibit C Form of Term Note

Exhibit D Form of Revolving Note

Exhibit E Form of Second A&R Closing Date Warrant

Exhibit F Form of Subordination Agreement

Exhibit G Closing Checklist

Schedules

Schedule 1.1 Pending Acquisitions as of the Closing Date

Schedule 4.1 Prior Debt

Schedule 5.1 Jurisdictions of Qualification

Schedule 5.7 Ownership of Properties; Liens

Schedule 5.8 Capitalization

Schedule 5.16 Insurance

Schedule 5.18(a) Borrower’s Registered Intellectual Property

Schedule 5.18(b) Products and Required Permits

Schedule 5.21 Material Contracts

Schedule 5.25A Names

Schedule 5.25B Offices

Schedule 5.27 Broker’s Commissions

Schedule 7.1 Existing Debt

Schedule 7.2 Existing Liens

Schedule 7.7 Transactions with Affiliates

Schedule 7.10 Existing Investments

Schedule 7.11 Restricted Material Contracts

Schedule 7.14 Deposit Accounts

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[Hooper Holmes] Amended and Restated Credit Agreement

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) dated as of May 11, 2017 (the “Closing Date”), among HOOPER HOLMES, INC., a New York corporation (“Borrower”), the financial institutions party hereto from time to time as lenders (each a “Lender” and collectively, the “Lenders”) and SWK FUNDING LLC (in its individual capacity, “SWK”), as Agent for all Lenders amends and restates that certain Credit Agreement (as amended prior to the date hereof, the “Existing Credit Agreement”) dated as of April 17, 2015, among Borrower, Lenders, and Agent.

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Section 1Definitions; Interpretation.

1.1Definitions.

When used herein the following terms shall have the following meanings:

Account Control Agreement means, individually and collectively, any account control or similar agreement(s) entered into from time to time at Agent’s request, among a Loan Party, Agent and any third party bank or financial institution at which such Loan Party maintains a Deposit Account.

Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of fifty percent (50%) of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, (c) the acquisition of a product license or a product line (excluding, for purposes of Section 7.10 hereof, any pending Acquisitions as of the Closing Date as set forth on Schedule 1.1 hereto), or (d) a merger or consolidation or any other combination (other than a merger, consolidation or combination that effects a Disposition) with another Person (other than a Person that is already a Subsidiary).

Additional Term Loan has the meaning set forth in Section 2.1.

Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any employee, manager, officer or director of such Person and (c) with respect to any Lender, any entity administered or managed by such Lender or an Affiliate or investment advisor thereof which is engaged in making, purchasing, holding or otherwise investing in commercial loans. For purposes of the definition of the term “Affiliate”, a Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote ten percent (10%) or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Unless expressly stated otherwise herein, neither Agent nor any Lender shall be deemed an Affiliate of Borrower or of any Subsidiary.

Agent means SWK in its capacity as administrative agent for all Lenders hereunder and any successor thereto in such capacity.

Aggregate Revenue shall have the meaning set forth in Section 2.9.1(a).

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[Hooper Holmes] Amended and Restated Credit Agreement

Agreement has the meaning set forth in the Preamble.

Approved Fund means (a) any fund, trust or similar entity that invests in commercial loans in the ordinary course of business and is advised or managed by (i) a Lender, (ii) an Affiliate of a Lender, (iii) the same investment advisor that manages a Lender or (iv) an Affiliate of an investment advisor that manages a Lender or (b) any finance company, insurance company or other financial institution which temporarily warehouses loans for any Lender or any Person described in clause (a) above.

Assignment Agreement means an agreement substantially in the form of Exhibit A.

Authorization shall have the meaning set forth in Section 5.22(b).

Borrower shall have the meaning set forth in the Preamble.

Business Day means any day on which commercial banks are open for commercial banking business in Dallas, Texas, and, in the case of a Business Day which relates to the calculation of LIBOR, on which dealings are carried on in the London interbank Eurodollar market.

Capital Lease means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person.

Cash Equivalent Investment means, at any time, (a) any evidence of Debt, maturing not more than one year after such time, issued or guaranteed by the United States Government or any agency thereof, (b) commercial paper, or corporate demand notes, in each case (unless issued by a Lender or its holding company) rated at least “A-l” by Standard & Poor’s Ratings Group or “P-l” by Moody’s Investors Service, Inc., (c) any certificate of deposit (or time deposit represented by a certificate of deposit) or banker’s acceptance maturing not more than one year after such time, or any overnight Federal Funds transaction that is issued or sold by any Lender (or by a commercial banking institution that is a member of the Federal Reserve System or is a U.S. branch of a foreign banking institution and has a combined capital and surplus and undivided profits of not less than $500,000,000), (d) any repurchase agreement entered into with any Lender (or commercial banking institution of the nature referred to in clause (c) above) which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value at the time such repurchase agreement is entered into of not less than one-hundred percent (100%) of the repurchase obligation of such Lender (or other commercial banking institution) thereunder, (e) money market accounts or mutual funds which invest exclusively or substantially in assets satisfying the foregoing requirements, (f) cash, and (g) other short term liquid investments approved in writing by Agent.

Change of Control means the occurrence of any of the following, unless such action has been consented to in advance in writing by Agent in its sole discretion:

(i)any Person acquires the direct or indirect ownership of more than fifty-one percent (51%) of the issued and outstanding voting Equity Interests of Borrower; or

(ii)a Key Person Event.

CLIA means (a) the Clinical Laboratory Improvement Act of 1967, as the same may be amended, modified or supplemented from time to time, including without limitation the Clinical Laboratory Improvement Amendments, 42 U.S.C. § 263a et seq. (“CLIA 88”), and any successor

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[Hooper Holmes] Amended and Restated Credit Agreement

statute thereto, and any and all rules or regulations promulgated from time to time thereunder, or (b) any equivalent state statute (and any and all rules or regulations promulgated from time to time thereunder) recognized by the relevant Governmental Authority as (x) having an “Equivalency” (as defined by CLIA) to CLIA, and (y) offering a compliance and regulatory framework that is applicable to a Person in such state in lieu of CLIA.

Closing Date shall have the meaning set forth in the Preamble.

CMS means the Center for Medicare and Medicaid Services of the United States of America.

Collateral has the meaning set forth in the Guarantee and Collateral Agreement.

Collateral Access Agreement means an agreement in form and substance reasonably satisfactory to Agent pursuant to which a mortgagee or lessor of real property on which Collateral (or any books and records) is stored or otherwise located, or a warehouseman, processor or other bailee of Inventory or other property owned by any Loan Party, acknowledges the Liens of Agent and waives (or, if approved by Agent, subordinates) any Liens held by such Person on such property, and, in the case of any such agreement with a mortgagee or lessor, permits Agent reasonable access to any Collateral stored or otherwise located thereon.

Collateral Documents means, collectively, the Guarantee and Collateral Agreement, the Guaranty Agreement, the IP Security Agreement, each Collateral Access Agreement, any Mortgage delivered in connection with the Loan from time to time, each Account Control Agreement and each other agreement or instrument pursuant to or in connection with which any Loan Party or any other Person grants a Lien in any Collateral to Agent for the benefit of Lenders, each as amended, restated or otherwise modified from time to time.

Commitment means, as to any Lender, such Lender’s Pro Rata Share.

Compliance Certificate means a certificate substantially in the form of Exhibit B.

Consolidated Net Income means, with respect to any Person and its Subsidiaries, for any period, the consolidated net income (or loss) of such Person and its respective Subsidiaries for such period, as determined under GAAP.

Consolidated Unencumbered Liquid Assets means, as of any date of determination, (i) any Cash Equivalent Investment owned by Borrower and its Subsidiaries on a consolidated basis which are not the subject of any Lien or other arrangement with any creditor to have its claim satisfied out of the asset (or proceeds thereof) prior to the general creditors of Borrower and such Subsidiaries other than the Lien for the benefit of Agent and Lenders and (ii) any unused “Availability” as such term is defined in and under the SCM Loan Documents.

Contingent Obligation means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation in respect of any Contingent Obligation shall be deemed to be the amount for which the Person obligated thereon is reasonably expected to be liable or responsible.

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[Hooper Holmes] Amended and Restated Credit Agreement

Contract Rate means a rate per annum equal to (x) the LIBOR Rate, plus (y) twelve and one half of one percent (12.5%).

Controlled Group means all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether or not incorporated) under common control which, together with a Loan Party, are treated as a single employer under Section 414 of the IRC or Section 4001 of ERISA.

Controlled Substances Act means the Drug Abuse Prevention and Control Act; Title 21 of the United States Code, 13 U.S.C, as amended from time to time.

Copyrights shall mean all of each Loan Party’s (or if referring to another Person, such other Person’s) now existing or hereafter acquired right, title, and interest in and to: (i) copyrights, rights and interests in copyrights, works protectable by copyright, all applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States Copyright Office or in any similar office or agency of the United States, any State thereof or any political subdivision thereof, or in any other country, and all research and development relating to the foregoing; and (ii) all renewals of any of the foregoing.

DEA means the Federal Drug Enforcement Administration of the United States of America.

Debt of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person as lessee under Capital Leases which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (d) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business), other than (i) payment obligations, earn-outs and similar obligations of such Person arising in connection with an Acquisition or (ii) royalty payments or milestone payments made or to be made by such Person from time to time in connection with an Acquisition, (e) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such Person (with the amount thereof being measured as the lesser of (x) the aggregate unpaid amount of such indebtedness and (y) the fair market value of such property), (f) all reimbursement obligations, contingent or otherwise, with respect to letters of credit (whether or not drawn), banker’s acceptances and surety bonds issued for the account of such Person, other than obligations that relate to trade accounts payable in the ordinary course of business, (g) all Hedging Obligations of such Person, (h) all Contingent Obligations of such Person in respect of Debt of others, (i) all indebtedness of any partnership of which such Person is a general partner except to the extent such Person is not liable for such Debt, and (j) all obligations of such Person under any synthetic lease transaction, where such obligations are considered borrowed money indebtedness for tax purposes but the transaction is classified as an operating lease in accordance with GAAP.

Debtor Relief Law means, collectively: (a) Title 11 of the United States Code, 11 U.S.C. § 101 et. seq., as amended from time to time, and (b) all other United States or foreign applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws from time to time in effect affecting the rights of creditors generally, in each case as amended from time to time.

Default means any event that, if it continues uncured, will, with the lapse of time or the giving of notice or both, constitute an Event of Default.

Default Rate means a rate per annum equal to the lesser of (i) three percent (3%) over the Contract Rate, or (ii) the maximum rate of interest permitted to be charged by applicable laws or regulation governing this Agreement until paid.

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[Hooper Holmes] Amended and Restated Credit Agreement

Deferred Principal Payment means the amount of principal otherwise due and payable on the “Payment Date” (as each such term is defined in the Existing Credit Agreement) in February 2017 pursuant to the Existing Credit Agreement, which principal payment was deferred to the Closing Date in accordance with that certain Proposal Letter and attached Term Sheet among Agent, Borrower and Century Equity Partners, dated as of February 2, 2017.

Deposit Account means, individually and collectively, any bank or other depository accounts of a Loan Party.

Disposition means, as to any asset or right of any Loan Party, (a) any sale, lease, assignment or other transfer (other than to any other Loan Party), but specifically excluding any license or sublicense, (b) any loss, destruction or damage thereof or (c) any condemnation, confiscation, requisition, seizure or taking thereof, in each case excluding (i) any Disposition (except as set forth in clauses (ii) and (iii) below) where the Net Cash Proceeds of any sale, lease, assignment, transfer, condemnation, confiscation, requisition, seizure or taking do not in the aggregate exceed $250,000 in any Fiscal Year, (ii) the sale of Inventory or Product in the ordinary course of business and (iii) any issuance of Equity Interests by Borrower.

Dollar and $ mean lawful money of the United States of America.

Drug Application means a new drug application, an abbreviated drug application, or a product license application for any Product, as appropriate, as those terms are defined in the FDA Law and Regulation.

EBITDA means, for any Person and its Subsidiaries for any period, Consolidated Net Income for such period plus, to the extent deducted in determining such Consolidated Net Income for such period (and without duplication), (i) Interest Expense, (ii) income tax expense (including tax accruals), (iii) depreciation and amortization, (iv) nonrecurring cash fees, costs and expenses incurred in connection with (a) the Acquisitions of product licenses and product lines from a third party, and milestone and royalty payments to any third party, in relation to any Material Contract or any other Acquisition made prior to the date of this Agreement, (b) the negotiation and closing of this Agreement and the Loan Documents and (c) the Provant Merger, (v) non-cash expenses relating to equity-based compensation or purchase accounting and (vi) other non-recurring and/or non-cash expenses or charges approved by the Agent.

Environmental Claims means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment or any Person or property.

Environmental Laws means all present or future foreign, federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case relating to any matter arising out of or relating to the effect of the environment on health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.

Equity Interests means, with respect to any Person, its equity ownership interests, its common stock and any other capital stock or other equity ownership units of such Person authorized from time to time, and any other shares, options, interests, participations or other equivalents (however designated) of or in such Person, whether voting or nonvoting, including, without limitation, common stock, options, warrants, preferred stock, phantom stock, membership units (common or preferred), stock appreciation rights, membership unit appreciation rights, convertible notes or debentures, stock purchase rights, membership

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[Hooper Holmes] Amended and Restated Credit Agreement

unit purchase rights and all securities convertible, exercisable or exchangeable, in whole or in part, into any one or more of the foregoing.

Equivalent Credit Line has the meaning set forth in Section 6.13.

Event of Default means any of the events described in Section 8.1.

Excluded Taxes has the meaning set forth in Section 3.1(a).

Exempt Accounts means any Deposit Accounts, securities accounts or other similar accounts (i) into which there are deposited no funds other than those intended solely to cover compensation to employees of the Loan Parties (and related contributions to be made on behalf of such employees to health and benefit plans) plus balances for outstanding checks for compensation and such contributions from prior periods; or (ii) constituting employee withholding accounts and contain only funds deducted from pay otherwise due to employees for services rendered to be applied toward the tax obligations of such Person or its employees.

Existing Credit Agreement has the meaning set forth in the Preamble.

Exit Fee shall have the meaning set forth in Section 2.7(b).

Fair Valuation shall mean the determination of the value of the consolidated assets of a Person on the basis of the amount which may be realized by a willing seller within a reasonable time through collection or sale of such assets at market value on a going concern basis to an interested buyer who is willing to purchase under ordinary selling conditions in an arm’s length transaction.

FATCA means Sections 1471 through 1474 of the IRC and any current or future regulations thereunder or official interpretations thereof.

FD&C Act means the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. §§ 301 et seq., as amended.

FDA means the Food and Drug Administration of the United States of America.

FDA Law and Regulation means the provisions of the FD&C Act and all applicable regulations promulgated by the FDA.

FDA Products means any finished products sold by Borrower or any of the other Loan Parties for itself or for a third party that are subject to applicable Health Care Laws.

Fiscal Quarter means a calendar quarter of a Fiscal Year.

Fiscal Year means the fiscal year of Borrower and its Subsidiaries, which period shall be the 12-month period ending on December 31 of each year.

Foreign Lender means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the IRC.

FRB means the Board of Governors of the Federal Reserve System or any successor thereto.

GAAP means generally accepted accounting principles in effect in the United States of America set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the

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[Hooper Holmes] Amended and Restated Credit Agreement

American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

Governmental Authority means any nation or government, any state or other political subdivision thereof, and any agency, branch of government, department or Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other Person owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, whether domestic or foreign. Governmental Authority shall include any agency, branch or other governmental body charged with the responsibility and/or vested with the authority to administer and/or enforce any Health Care Laws.

Guarantee and Collateral Agreement means the Amended and Restated Guarantee and Collateral Agreement dated as of the Closing Date by each Loan Party signatory thereto in favor of Agent and Lenders.

Guaranty Agreement means the Limited Guaranty Agreement dated as of the Closing Date by and among Borrower, Century Focused Fund III, L.P. and Agent.

Hazardous Substances means hazardous waste, pollutant, contaminant, toxic substance, oil, hazardous material, chemical or other substance regulated by any Environmental Law.

Health Care Laws mean all foreign, federal and state fraud and abuse laws relating to the regulation of healthcare products, pharmaceutical products, laboratory facilities and services, healthcare providers, healthcare professionals, healthcare facilities, clinical research facilities or healthcare payors, including but not limited to (i) the federal Anti-Kickback Statute (42 U.S.C. (§1320a-7b(b)), the Stark Law (42 U.S.C. §1395nn and §1395(q)), the civil False Claims Act (31 U.S.C. §3729 et seq.), TRICARE (10 U.S.C. Section 1071 et seq.), Section 1320a-7 and 1320a-7a of Title 42 of the United States Code and the regulations promulgated pursuant to such statues; (ii) the Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191), as amended by the Health Information, Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPPA”), and the regulations promulgated thereunder, (iii) Medicare (Title XVIII of the Social Security Act) and the regulations promulgated thereunder; (iv) Medicaid (Title XIX of the Social Security Act) and the regulations promulgated thereunder; (v) the FD&C Act and all applicable requirements, regulations and guidances issued thereunder by the FDA (including FDA Law and Regulation); (vi) the Controlled Substances Act, as amended, and all applicable requirements, regulations and guidances issued thereunder by the DEA; (vii) CLIA, as amended, and all applicable requirements, regulations, and guidance issued thereunder by the applicable Governmental Authority; (viii) quality, safety and accreditation standards and requirements of all applicable foreign and domestic federal, provincial or state laws or regulatory bodies; (ix) all applicable licensure laws and regulations; (x) all applicable professional standards regulating healthcare providers, healthcare professionals, healthcare facilities, clinical research facilities or healthcare payors; and (xi) any and all other applicable health care laws (whether foreign or domestic), regulations, manual provisions, policies and administrative guidance, including those related to the corporate practice of medicine, fee-splitting, state anti-kickback or self-referral prohibitions, each of clauses (i) through (xi) as may be amended from time to time.

Hedging Obligation means, with respect to any Person, any liability of such Person under any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices. The amount of any Person’s obligation in respect of any Hedging Obligation shall be

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[Hooper Holmes] Amended and Restated Credit Agreement

deemed to be the incremental obligation that would be reflected in the financial statements of such Person in accordance with GAAP.

Intellectual Property shall mean all present and future: trade secrets, know-how and other proprietary information; Trademarks and Trademark Licenses (as defined in the Guarantee and Collateral Agreement), internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; Copyrights (including Copyrights for computer programs, but excluding commercially available off-the-shelf software and any Intellectual Property rights relating thereto) and Copyright Licenses (as defined in the Guarantee and Collateral Agreement) and all tangible and intangible property embodying the Copyrights, unpatented inventions (whether or not patentable); Patents and Patent Licenses (as defined in the Guarantee and Collateral Agreement); Mask Works (as defined in the Guarantee and Collateral Agreement); industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom, books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; customer lists and customer information, the right to sue for all past, present and future infringements of any of the foregoing; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing.

Indemnified Taxes has the meaning set forth in Section 3.1(a).

Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated as of the Closing Date, by and between Agent and SCM.

Interest Expense means for any Person and its Subsidiaries for any period the consolidated interest expense of such Person and its Subsidiaries for such period (including all imputed interest on Capital Leases).

Inventory has the meaning set forth in the Guarantee and Collateral Agreement.

Investment means, with respect to any Person, (a) the purchase of any debt or equity security of any other Person, (b) the making of any loan or advance to any other Person, (c) becoming obligated with respect to a Contingent Obligation in respect of obligations of any other Person (other than travel and similar advances to employees in the ordinary course of business) or (d) the making of an Acquisition.

IP Security Agreement means the Intellectual Property Security Agreement dated on or about the Closing Date by each Loan Party signatory thereto in favor of Agent and Lenders.

IRC means the Internal Revenue Code of 1986, as amended.

IRS means the United States Internal Revenue Service.

Key Person means, individually, each of (i) Henry Dubois, (ii) Mark Clermont and (iii) Heather Provino.

Key Person Event means, unless such actions are consented to in advance in writing by Agent, any two (2) Key Persons shall no longer serve in their respective, current executive capacity with Borrower, unless each such Key Person is replaced within sixty (60) days with (in each case) a person of like qualification

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[Hooper Holmes] Amended and Restated Credit Agreement

and experience to assume the respective responsibilities of such departing Key Person and which has been approved in writing by Agent (such approval not to be unreasonably withheld or delayed) to assume such responsibility and capacity of the applicable departing Key Person.

Legal Costs means, with respect to any Person, all reasonable, duly documented, out-of-pocket fees and charges of any counsel, accountants, auditors, appraisers, consultants and other professionals to such Person, and all court costs and similar legal expenses.

Lenders has the meaning set forth in the Preamble.

LIBOR Rate means a fluctuating rate per annum equal to the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S. Dollar deposits are offered by leading banks in the London interbank deposit market), as the offered rate for loans in Dollars for a three (3) month period, rounded upwards, if necessary, to the nearest 1/100 of 1%. The rate is set by the ICE Benchmark Administration as of 11:00 a.m. (London time) as determined two (2) Business Days prior to each Payment Date, and effective on the Payment Date immediately following such determination date. If Bloomberg Professional Service (or another nationally-recognized rate reporting source acceptable to Agent) no longer reports the LIBOR Rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market or if such index no longer exists or if page USD-LIBOR-BBA (ICE) no longer exists or accurately reflects the rate available to Agent in the London Interbank Market, Agent may select a replacement index that approximates as near as possible such prior index. Notwithstanding the foregoing, in no event shall the “LIBOR Rate” ever be less than one percent (1%) per annum at any time.

Lien means, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased or acquired by such Person which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

Loan or Loans means, individually and collectively the Term Loan, the Revolving Loans and any other advances made by Agent and Lenders in accordance with the Loan Documents.

Loan Documents means this Agreement, the Notes, the Intercreditor Agreement, the Collateral Documents and all documents, instruments and agreements delivered in connection with the foregoing.

Loan Party means Borrower and each of its Subsidiaries.

Margin Stock means any “margin stock” as defined in Regulation T, U or X of the FRB.

Material Adverse Effect means (a) a material adverse change in, or a material and adverse effect upon, the financial condition, operations, assets, business or properties of the Loan Parties taken as a whole, (b) a material impairment of the ability of any Loan Party to perform any of its payment Obligations under any Loan Document or (c) a material and adverse effect upon any material portion of the Collateral, under the Collateral Documents or upon the legality, validity, binding effect or enforceability against any Loan Party of any material Loan Document. For the avoidance of doubt, the investigation, inspection, examination, audit or view of the operations of any Loan Party in the ordinary course of business by any Governmental Authority shall not, in itself, be deemed to be a Material Adverse Effect or be deemed to be an event that could or would reasonably be expected to result in or have a Material Adverse Effect.

Material Contract has the meaning assigned in Section 5.21 hereof.

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[Hooper Holmes] Amended and Restated Credit Agreement

Merger Agreement means that certain Agreement and Plan of Merger by and among Borrower, Piper Merger Corp., Provant and Wellness, dated as of March 7, 2017, as the same may be modified, amended or restated from time to time with the consent of Agent.

Maturity Date means May 11, 2021, or such earlier date on which the Commitments terminate pursuant to Section 8.

Mortgage means a mortgage, deed of trust, leasehold mortgage or similar instrument granting Agent a Lien on a real property interest of any Loan Party, each as amended, restated or otherwise modified from time to time.

Multiemployer Pension Plan means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which Borrower or any member of the Controlled Group may have any liability.

Net Cash Proceeds means, with respect to any Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance and by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by any Loan Party pursuant to such Disposition net of (i) the reasonable direct costs relating to such Disposition (including sales commissions and legal, accounting and investment banking fees, commissions and expenses), (ii) any portion of such proceeds deposited in an escrow account pursuant to the documentation relating to such Disposition (provided that such amounts shall be treated as Net Cash Proceeds upon their release from such escrow account to and receipt by the applicable Loan Party), (iii) taxes and other governmental costs and expenses paid or reasonably estimated by a Loan Party to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (iv) amounts required to be applied to the repayment of any Debt (together with any interest thereon, premium or penalty and any other amount payable with respect thereto) secured by a Lien that has priority over the Lien, if any, of Agent on the asset subject to such Disposition, (v) reserves for purchase price adjustments and retained liabilities reasonably expected to be payable by the Loan Parties in connection therewith established in accordance with GAAP (provided that upon the final determination of the amount paid in respect of such purchase price adjustments and retained liabilities, the actual amount of purchase price adjustments and retained liabilities paid is less than such reserves, the difference shall, at such time, constitute Net Cash Proceeds) and (vi)(A) with respect to any Disposition described in clauses (a), (b) or (c) of the definition thereof, all money actually applied within one-hundred eighty (180) days to replace such assets to be used in the business of Borrower and the Subsidiaries, and (B) with respect to any Disposition, all money actually applied within one-hundred eighty (180) days to replace the assets in question or to repair or reconstruct damaged property or property affected by loss, destruction, damage, condemnation, confiscation, requisition, seizure or taking.

Net Sales means the gross amount billed or invoicedby Borrower and its Subsidiaries for Services and for the sale of Products and (including products and services ancillary thereto) to independent customers, less deductions for (a) quantity, trade, cash or other discounts, allowances, credits or rebates (including customer rebates) actually allowed or taken, (b) amounts deducted, repaid or credited by reason of rejections or returns of goods and government mandated rebates, or because of chargebacks or retroactive price reductions, (c) charges for freight, handling, postage, transportation, insurance and other shipping charges and (d) taxes, tariffs, duties or other governmental charges or assessments (including any sales, value added or similar taxes other than an income tax) levied, absorbed or otherwise imposed on or with respect to the production, sale, transportation, delivery or use of pharmaceutical products. To the extent applicable, components of Net Sales shall be determined in the ordinary course of business in accordance with historical practice and using the accrual method of accounting in accordance with GAAP. For the purposes of calculating Net Sales, Lenders and Agent understand and agree that (i) Affiliates of a Borrower shall not be regarded as

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[Hooper Holmes] Amended and Restated Credit Agreement

independent customers, (ii) Net Sales shall not include Products distributed for product development purposes, including for use in pre-clinical trials and (iii) Net Sales shall not include pass-through revenue generated by the sales of gift cards.

Note means a promissory note substantially in the form of Exhibit C or Exhibit D, as applicable.

Obligations means all liabilities, indebtedness and obligations (monetary (including post-petition interest, allowed or not) or otherwise) of any Loan Party under this Agreement, any other Loan Document or any other document or instrument executed in connection herewith or therewith which are owed to any Lender or Affiliate of a Lender, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

OFAC shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.

Original Term Loan has the meaning set forth in Section 2.1.

Origination Fee shall have the meaning set forth in Section 2.7(a).

Paid in Full, Pay in Full or Payment in Full means, with respect to any Obligations, the payment in full in cash of all such Obligations (other than contingent indemnification obligations, yield protection and expense reimbursement to the extent no claim giving rise thereto has been asserted in respect of contingent indemnification obligations, and to the extent no amounts therefor have been asserted, in the case of yield protection and expense reimbursement obligations).

Patents shall mean all of each Loan Party’s (or if referring to another Person, such other Person’s) now existing or hereafter acquired right, title and interest in and to: (i) all patents, patent applications, inventions, invention disclosures and improvements, and all applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any political subdivision thereof, or in any other country, and all research and development relating to the foregoing; and (ii) the reissues, divisions, continuations, renewals, re-examinations, extensions and continuations-in-part of any of the foregoing.

Payment Date means the fifteenth (15^th) day of each of February, May, August and November(or the next succeeding Business Day to the extent such 15^th day is not a Business Day), commencing with August 15, 2017.

PBGC means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its material functions under ERISA.

Pension Plan means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Pension Plan), and to which Borrower or any member of the Controlled Group may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

Permit means collectively all licenses, leases, powers, permits, franchises, certificates, authorizations and approvals.

Permitted Liens means Liens permitted by Section 7.2.

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[Hooper Holmes] Amended and Restated Credit Agreement

Person means any natural person, corporation, partnership, trust, limited liability company, association, Governmental Authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.

Prior Debt means the Debt listed on Schedule 4.1; provided that for the avoidance of doubt, for purposes of this Agreement, the term “Prior Debt” does not include (i) the SCM Indebtedness, (ii) money owed pursuant to any Capital Lease existing as of the Closing Date or (iii) any amounts owing under the Existing Credit Agreement.

Pro Rata Share means, with respect to any Lender, the applicable percentage (as adjusted from time to time in accordance with the terms hereof) specified opposite such Lender’s name on Annex I which percentage represents the aggregate percentage of the Commitment held by such Lender, which percentage shall be with respect to the aggregate outstanding balance of the Term Loan and Revolving Loans as of any date of determination after such Commitment has terminated.

Product means any products manufactured, sold, developed, tested or marketed by Borrower or any of its Subsidiaries, including without limitation, those products set forth on Schedule 5.18(b) (as updated from time to time in accordance with Section 6.1.2); provided, however, that if Borrower shall fail to comply with the obligations under Section 6.1.2 to give notice to Agent and update Schedule 5.18(b) prior to manufacturing, selling, developing, testing or marketing any new Product, any such improperly undisclosed Product shall be deemed to be included in this definition; and provided, further, that products manufactured by Borrower for unaffiliated third parties shall not be deemed “Products” hereunder.

Provant means Provant Health Solutions, LLC, a Rhode Island limited liability company.

Provant Merger shall have the meaning set forth in Section 4.10.

Registered Intellectual Property means all applications, registrations and recordings for or of Patents, Trademarks or Copyrights filed by a Loan Party with any Governmental Authority, all internet domain name registrations owned by a Loan Party, and all proprietary software owned by a Loan Party.

Reinstatement Notice has the meaning set forth in the Guaranty Agreement.

Required Lenders means Lenders having an aggregate Pro Rata Share in excess of fifty percent (50%), collectively; provided that if there are only two Lenders, then Required Lenders means both such Lenders (Lenders that are Affiliates of one another being considered as one Lender for purposes of this proviso).

Required Permit means a Permit (a) issued or required under applicable law to the business of Borrower or any of its Subsidiaries or necessary in the manufacturing, importing, exporting, possession, ownership, warehousing, marketing, promoting, sale, labeling, furnishing, distribution or delivery of goods or services under any laws applicable to the business of Borrower or any of its Subsidiaries (including, without limitation, any Health Care Laws) or any Drug Application (including without limitation, at any point in time, all licenses, approvals and permits issued by the FDA, CMS, or any other applicable Governmental Authority necessary for the testing, manufacture, marketing or sale of any Product by any Borrower or its Subsidiary as such activities are being conducted by Borrower or its Subsidiary with respect to such Product at such time), and (b) issued by any Person from which Borrower or any of its Subsidiaries have received an accreditation.

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[Hooper Holmes] Amended and Restated Credit Agreement

Responsible Officer shall mean the president, vice president or secretary of a Person, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial information, the chief financial officer, the treasurer or the controller of a Person, or any other officer having substantially the same authority and responsibility, and in all cases such person shall be listed on an incumbency certificate delivered to Agent, in form and substance acceptable to Agent in its sole discretion.

Revenue-Based Payment has the meaning set forth in Section 2.9.1(a).

Revocation Notice has the meaning set forth in the Guaranty Agreement.

Revolving Loan or Revolving Loans has the meaning set forth in Section 2.1.2.

Revolving Loan Commitment means $2,000,000.

Royalties means the amount of any and all royalties, license fees and any other payments or income of any type recognized as revenue in accordance with GAAP by Borrower and its Subsidiaries with respect to the sale of Products or the provision of services by independent licensees of Borrower and/or its Subsidiaries, including any such payments characterized as a share of net profits, any up-front or lump sum payments, any milestone payments, commissions, fees or any other similar amounts, less deductions for amounts deducted, repaid or credited by reason of adjustments to the sales upon which royalty amounts are based, regardless of the reason for such adjustment to such sales. For the purposes of calculating Royalties, Lenders and Agent understand and agree that Affiliates of Borrower shall not be regarded as independent licensees.

SCM means SCM Specialty Finance Opportunities Fund, L.P., a Delaware limited partnership.

SCM Indebtedness means the Debt of Borrower and any other Loan Party incurred pursuant to the SCM Loan Documents in effect as of the date hereof or as may otherwise be amended in accordance with this Agreement and the Intercreditor Agreement.

SCM Loan Documents means that certain Credit and Security Agreement dated on April 29, 2016, by and between SCM, Borrower, and certain of Borrower’s Affiliates, and the documents, instruments, and agreements executed in conjunction therewith, as each has been amendment prior to the date herof.

Second A&R Closing Date Warrant means that certain Second Amended and Restated Warrant issued to SWK Holding Corporation by Borrower on the Closing Date in the form attached hereto as Exhibit D.

Services means services provided by Borrower or any Affiliate of Borrower to un-Affiliated Persons, including without limitation any sales, laboratory analysis, testing, consulting, marketing, commercialization and any other healthcare-related services.

Solvent means, as to any Person at any time, that (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent, unmatured and unliquidated liabilities); (b) the present fair saleable value of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to pay its debts and other liabilities (including subordinated, disputed, contingent, unmatured and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a

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[Hooper Holmes] Amended and Restated Credit Agreement

transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital.

Subsidiary means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly or indirectly, such number of outstanding shares or other equity interests as to have more than fifty percent (50%) of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to direct and indirect Subsidiaries of Borrower.

SWK has the meaning set forth in the Preamble.

Taxes has the meaning set forth in Section 3.1(a).

Term Loan has the meaning set forth in Section 2.1.1.

Term Loan Commitment means $6,500,000.

Trademarks shall mean all of each Loan Party’s (or if referring to another Person, such other Person’s) now existing or hereafter acquired right, title, and interest in and to: (i) all of such Loan Party’s (or if referring to another Person, such other Person’s) trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, other business identifiers, all applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States Patent and Trademark Office or in any similar office or agency of the United States, or in any other country, and all research and development and the goodwill of the business relating to the foregoing; (ii) all renewals thereof; and (iii) all designs and general intangibles of a like nature.

Uniform Commercial Code means the Uniform Commercial Code as in effect in the State of New York; provided that if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

U.S. Lender means any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the IRC.

Wellness means Wellness Holdings, LLC, a Delaware limited liability company.

Wholly-Owned Subsidiary means, as to any Person, another Person all of the equity interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person.

1.2Interpretation.

(a)In the case of this Agreement and each other Loan Document, (a) the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms; (b) Annex, Exhibit, Schedule and Section references are to such Loan Document unless otherwise specified; (c) the term “including” is not limiting and means “including but not limited to”; (d) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words

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[Hooper Holmes] Amended and Restated Credit Agreement

“to” and “until” each mean “to but excluding”, and the word “through” means “to and including”; (e) unless otherwise expressly provided in such Loan Document, (i) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications thereto, but only to the extent such amendments, restatements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation; (f) this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, all of which are cumulative and each shall be performed in accordance with its terms and (g) this Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to Agent, Borrower, Lenders and the other parties hereto and thereto and are the products of all parties; accordingly, they shall not be construed against Borrower, Agent or Lenders merely because of Borrower’s, Agent’s or Lenders’ involvement in their preparation. Except where otherwise expressly provided in the Loan Documents, in any instance where the approval, consent or the exercise of Agent’s judgment is required, the granting or denial of such approval or consent and the exercise of such judgment shall be (x) within the sole and absolute discretion of Agent and/or Lenders; and (y) deemed to have been given only by a specific writing intended for such purpose executed by Agent.

(b)For purposes of converting any amount reported or otherwise denominated in any currency other than Dollars to Dollars under or in connection with the Loan Documents, Agent shall calculate such currency conversion via the applicable exchange rate identified and normally published by Bloomberg Professional Service as the applicable exchange rate as of the close of currency trading on each trading date during the applicable period of measurement, or, if such currency conversion deals exclusively with a particular date of determination, as of the close of currency trading on such date of determination (or the following trading date to the extent no currency trading took place on such date of determination). If Bloomberg Professional Service no longer reports such currency exchange rate, Agent shall select another nationally-recognized currency exchange rate reporting service selected by Agent in good faith.

Section 2Credit Facility.

2.1Commitments.

2.1.1Term Loan Commitments.

The Lenders, severally and for themselves alone, made a term loan (the “Original Term Loan”) in connection with the Existing Credit Agreement in the original principal amount of $5,000,000. As of the Closing Date, the outstanding principal balance of the Original Term Loan is $3,675,876.20 (which, for the avoidance of doubt, does not take into account the application of the Deferred Principal Payment). On and subject to the terms and conditions of this Agreement, each Lender, severally and for itself alone, agrees to make an additional term loan to Borrower (each such loan, individually and collectively, an “Additional Term Loan”) in an amount equal to such Lender’s applicable Pro Rata Share of $2,824,123.80 resulting in an aggregate, outstanding principal amount outstanding under the Term Loan as of $6,500,000 as the Closing Date. The Additional Term Loan, together with the Original Term Loan shall be deemed a single term Loan (each such loan, individually and collectively, the “Term Loan”) which shall be in an aggregate principal amount equal to the Term Loan Commitment. The Commitments of Lenders to make the Additional Term Loan shall terminate concurrently with the making of the Additional Term Loan on the Closing Date. The Loan is not a revolving credit facility, and therefore, any amount thereof that is repaid or prepaid by Borrower, in whole or in part, may not be re-borrowed.

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[Hooper Holmes] Amended and Restated Credit Agreement

2.1.1Revolving Loan Commitments. On and subject to the terms from time to time and conditions of this Agreement, each Lender, severally and for itself alone, agrees to make advances to Borrower (each such advance, a “Revolving Loan” and collectively, the “Revolving Loans”) in an amount outstanding of up to such Lender’s applicable Pro Rata Share of the Revolving Loan Commitment. Subject to the terms of Sections 2.2 and 2.8 hereof, the Revolving Loans may be repaid and reborrowed at any time prior to the Maturity Date.

2.2Loan Procedures.

2.2.1Term Loan Procedures.

On the Closing Date, Lenders shall advance to Borrower an amount equal to the Additional Term Loan, less the amount of all fees and expenses to be paid Agent and Lenders on the Closing Date in accordance with this Agreement, upon Borrower’s satisfaction of the conditions to closing described in Section 4 of this Agreement.

2.2.1Revolving Loan Procedures.

(a)Upon Agent’s receipt of a written request from Borrower for a Revolving Loan, Lenders shall advance such Revolving Loan to Borrower (within five (5) days of receipt by Agent of such written request), so long as (a) no Material Adverse Effect, Default or Event of Default has occurred and is continuing, (b) the Guaranty Agreement is in full force and effect and Agent has not received a Revocation Notice that has not otherwise been superseded by a Reinstatement Notice in accordance with the Guaranty Agreement, and (c) Agent has received copies of any and all Material Contracts entered into by Borrower and/or other information that Agent reasonably requests in connection with such Revolving Loan.

(b)Each such Revolving Advance shall be in an amountequal to or greater than $250,000 (or if the principal amount of Revolving Loans outstanding is greater than $1,750,000, then such lesser amount that remains available under the Revolving Loan Commitment) and Borrower may not request more than two (2) Revolving Loans in any one calendar month, unless otherwise agreed to by Agent, in its sole discretion.

2.3Commitments Several.

The failure of any Lender to fund its Pro Rata Share of the Additional Term Loan on the Closing Date or any Revolving Loan shall not relieve any other Lender of its obligation hereunder, but no Lender shall be responsible for the failure of any other Lender to fund such other Lender’s Pro Rata Share on the Closing Date or any other day, as applicable.

2.4Indebtedness Absolute; No Offset; Waiver.

The payment obligations of Borrower hereunder are absolute and unconditional, without any right of rescission, setoff, counterclaim or defense for any reason against Agent and Lenders. As of the Closing Date, the Loan has not been compromised, adjusted, extended, satisfied, rescinded, set-off or modified, and the Loan Documents are not subject to any litigation, dispute, refund, claims of rescission, setoff, netting, counterclaim or defense whatsoever, including but not limited to, claims by or against any Loan Party or any other Person. Payment of the Obligations by Borrower, shall be made only by wire transfer, in Dollars, and in immediately available funds when due and payable pursuant to the terms of this Agreement and the other Loan Documents, is not subject to compromise, adjustment, extension, satisfaction, rescission, set-off,

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[Hooper Holmes] Amended and Restated Credit Agreement

counterclaim, defense, abatement, suspension, deferment, deductible, reduction, termination or modification, whether arising out of transactions concerning the Loan, or otherwise. Without limitation to the foregoing, to the fullest extent permitted under applicable law and notwithstanding any other term or provision contained in this Agreement or any other Loan Document, Borrower hereby waives (and shall cause each Loan Party to waive) (a) presentment, protest and demand, notice of default (except as expressly required in the Loan Documents), notice of intent to accelerate, notice of acceleration, notice of protest, notice of demand and of dishonor and non-payment of the Obligations, (b) any requirement of diligence or promptness on Agent’s part in the enforcement of its rights under the provisions of this Agreement and any other Loan Document, (c) any rights, legal or equitable, to require any marshalling of assets or to require foreclosure sales in a particular order, (d) all notices of every kind and description which may be required to be given by any statute or rule of law except as specifically required hereunder, (e) the benefit of all laws now existing or that may hereafter be enacted providing for any appraisement before sale or any portion of the Collateral, (f) all rights of homestead, exemption, redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the Obligations in the event of foreclosure of the Liens created by the Loan Documents, (g) the pleading of any statute of limitations as a defense to any demand under any Loan Document and (h) any defense to the obligation to make any payments required under the Loan Documents, including the obligation to pay taxes based on any damage to, defects in or destruction of the Collateral or any other event, including obsolescence of any of the Collateral, it being agreed and acknowledged that such payment obligations are unconditional and irrevocable. Borrower further acknowledges and agrees (i) to any substitution, subordination, exchange or release of any security or the release of any party primarily or secondarily liable for the payment of the Loan; (ii) that Agent shall not be required to first institute suit or exhaust its remedies hereon against others liable for repayment of all or any part of the Loan, whether primarily or secondarily (collectively, the “Obligors”), or to perfect or enforce its rights against any Obligor or any security for the Loan; and (iii) that its liability for payment of the Loan shall not be affected or impaired by any determination that any security interest or lien taken by Agent for the benefit of Lenders to secure the Loan is invalid or unperfected. Borrower acknowledges, warrants and represents in connection with each waiver of any right or remedy of Borrower contained in any Loan Document, that it has been fully informed with respect to, and represented by counsel of its choice in connection with, such rights and remedies, and all such waivers, and after such advice and consultation, has presently and actually intended, with full knowledge of its rights and remedies otherwise available at law or in equity, to waive or relinquish such rights and remedies to the full extent specified in each such waiver.

2.5Loan Accounting.

2.5.1Recordkeeping.

Agent, on behalf of each Lender, shall record in its records the date and amount of each Loan made by each Lender, each prepayment and repayment thereof. The aggregate unpaid principal amount so recorded shall be final, binding and conclusive absent manifest error. The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of Borrower hereunder or under any Note to repay the principal amount of the Loans hereunder, together with all interest accruing thereon.

2.5.2Notes.

At the request of any Lender, each Loan of such Lender shall be evidenced by a Note, with appropriate insertions, payable to the order of such Lender in a face principal amount equal to such Lender’s Pro Rata Share and payable in such amounts and on such dates as are set forth herein.

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[Hooper Holmes] Amended and Restated Credit Agreement

2.6Payment of Interest.

2.6.1Interest Rates.

(a)The outstanding principal balance under the Loan shall bear interest at a per annum rate of interest equal to the Contract Rate (as may be adjusted from time to time in accordance with this Section 2.6.1), which interest shall be calculated from the date of the funding of the Term Loan or Revolving Loan, as applicable. Whenever, subsequent to the date hereof, the LIBOR Rate is increased or decreased (as determined on the date that is two (2) Business Days prior to each Payment Date), the Contract Rate, as set forth herein, shall be similarly changed effective as of such subsequent Payment Date, without notice or demand of any kind by an amount equal to the amount of such change in the LIBOR Rate on the date that is two (2) Business Days prior to each such Payment Date. The interest due on the principal balance of the Loan outstanding as of any Payment Date shall be computed for the actual number of days elapsed during the period in question on the basis of a year consisting of three hundred sixty (360) days and shall be calculated by determining the average daily principal balance outstanding for each day of such period in question. The daily rate shall be equal to 1/360th times the Contract Rate. If any statement furnished by Agent for the amount of a payment due was less than the actual amount that should have been paid because the LIBOR Rate increased and such increase was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall be required to pay any resulting underpayment with the next subsequent payment due hereunder.

(b)Borrower recognizes and acknowledges that any default on any payment, or portion thereof, due hereunder or to be made under any of the other Loan Documents, will result in losses and additional expenses to Agent in servicing the Loan, and in losses due to Lenders’ loss of the use of funds not timely received. Borrower further acknowledges and agrees that in the event of any such Default, Lenders would be entitled to damages for the detriment proximately caused thereby, but that it would be extremely difficult and impracticable to ascertain the extent of or compute such damages. Therefore, upon the Maturity Date and upon the occurrence and during the existence of an Event of Default (or upon any acceleration), interest shall automatically accrue hereunder, without notice to Borrower, at the Default Rate. The Default Rate shall be calculated and due from the date of such Event of Default and shall be payable upon demand.

2.6.2Payments of Interest and Principal.

Borrower shall pay to Lenders all accrued interest on the Loan in arrears on each Payment Date, upon a prepayment of such Loan in accordance with Section 2.8 and at maturity in cash. Any partial prepayment of the Term Loan shall be applied in inverse order of maturity and so shall not reduce the amount of any quarterly principal amortization payment required pursuant to Section 2.9.1 (but this shall not be construed as permitting any partial prepayment other than as may be expressly permitted elsewhere in this Agreement).

2.7Fees.

(a)Origination Fee. Borrower shall pay to SWK, for its own account, a fee (the “Origination Fee”) in the amount of $97,500, which Origination Fee shall be deemed fully earned and non-refundable on the Closing Date.

(b)Exit Fee. Upon the earlier to occur of (i) the Maturity Date, or (ii) full repayment of the Loan and all other Obligations, whether as a result of the application of Net Cash Proceeds from any Disposition, the contractual acceleration of the Loan hereunder, an acceleration of the Loan by Agent in accordance with this Agreement or otherwise, Borrower shall pay an exit fee to Agent, for the benefit of

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[Hooper Holmes] Amended and Restated Credit Agreement

Lenders, in an amount equal to seven percent (7.0%) multiplied by the aggregate principal amount of the Term Loanadvanced hereunder and the amount of the Revolving Loan Commitment.

(c)Unused Line Fee. To the extent that the average daily principal balance of the Revolving Loan during the twelve (12) month period following the Closing Date, or any subsequent twelve (12) month period as measured on each anniversary of the Closing Date, or portion of such twelve (12) month period to the extent that the Revolving Loan has been terminated in accordance with the terms of this Agreement prior to an anniversary of the Closing Date, is less than $1,000,000, Borrower shall pay an unused line fee to Agent, for the benefit of Lenders, in an amount equal to the difference between (i) interest that would have been due and payable on the Revolving Loan for such period being measured had the average daily principal balance of the Revolving Loan during such period being measured been $1,000,000 and (ii) the interest actually due and payable for such period being measured. Any such unused line fee (i) shall be due and payable on the Payment Date following each anniversary of the Closing Date and the Maturity Date, as applicable, and (ii) shall be waived (A) during any period where Agent elects not to fund a Revolving Loan due to a failure of Borrower to satisfy the conditions for such requested Revolving Loan and (B) at all times following the date on which the Borrower elects to terminate the Revolving Loan and prepay all amounts outstanding thereunder in accordance with Section 2.8.2.

2.8Prepayment.

2.8.1Mandatory Prepayment. Borrower shall prepay the Obligations (which shall include any amounts that would otherwise be due and payable on such date had Borrower voluntarily prepaid the Obligations pursuant to Section 2.8.2 (as it relates to any such mandatory prepayment on or after the first anniversary of the Closing Date)) until paid in full within two (2) Business Days after the receipt by a Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds.

2.8.2Voluntary Prepayment.

(a)(i) Subject to clause (b) below, Borrower may, on or after the first anniversary of the Closing Date and from time to time thereafter, on at least five (5) Business Days’ or written notice or telephonic notice (followed on the same Business Day by written confirmation thereof) to Agent (which shall promptly advise each Lender thereof) not later than 12:00 noon Dallas time on such day, prepay the Term Loan and all related Obligations in whole or in part, provided that if the Term Loan is prepaid in whole, Borrower shall simultaneously with such prepayment prepay the Revolving Loan and all other Obligations under this Agreement and this Agreement shall terminate immediately upon any such prepayment. Such notice to Agent shall specify the amount and proposed date of such prepayment, and the application of such amounts to be prepaid shall be applied in accordance with Section 2.9.1(b) or 2.10.2 (as applicable). Any such partial prepayment shall be in an amount equal to $500,000 or a higher integral multiple of $100,000

(i)Borrower may, at any time, on at least two (2) Business Days’ or written notice or telephonic notice (followed on the same Business Day by written confirmation thereof) to Agent (which shall promptly advise each Lender thereof) not later than 12:00 noon Dallas time on such day, prepay the Revolving Loans and all related Obligations in whole and terminate the availability of the Revolving Loans. For the avoidance of doubt, no fee shall be due and payable in connection with the repayment of the Revolving Loans.

(ii)For the avoidance of doubt, permitted payments under this Section 2.8.2 are independent of and in addition to Revenue-Based Payments that are credited toward the principal of the Loans under Section 2.9.1(b).

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[Hooper Holmes] Amended and Restated Credit Agreement

(b)If Borrower makes any prepayment of the Term Loan under clause (a), it shall pay to Agent, for the benefit of Lenders, the following amounts (in addition to any such prepayment of the Term Loan and related Obligations) on the date of such prepayment: (i) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, ten percent (10%) of the aggregate amount of the Term Loan so prepaid, (ii) if such prepayment is made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date, five percent (5%) of the aggregate amount of the Term Loan so prepaid, and (iii) if such prepayment is made on or after the third anniversary of the Closing Date, zero percent (0%) of the aggregate amount of the Term Loan so prepaid.

(c)Notwithstanding anything set forth herein or in any other Loan Documents to the contrary, any prepayment of the Loans other than via the application of Revenue-Based Payments made pursuant to Section 2.9.1 or Section 2.10.2, as applicable, or prepayments in accordance with Section 2.8.1, shall be limited and governed by this Section 2.8.2.

2.9Repayment of Loan.

2.9.1Revenue-Based Payment.

(a)During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to pay to Agent, for the account of each Lender according to its Pro Rata Share, an amount based on a percentage of the aggregate of Net Sales, Royalties and any other income or revenue recognized by Borrower and/or its Subsidiaries, on a consolidated basis, in accordance with GAAP(in each case, excluding the proceeds from Dispositions) (collectively, the “Aggregate Revenue”) in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided in clause (b) below. The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning April 1, 2017, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to:

(i) as it solely relates to the Payment Dates in August 2017, November 2017 and February 2018, respectively:

(A) the aggregate Revenue-Based Payments payable from April 1 of 2017 through the end of the Fiscal Quarter ending June 30, 2017, the Fiscal Quarter ending September 30, 2017 and the Fiscal Quarter ending December 31, 2017, respectively, calculated as the sum of (in each case based on the combined Aggregate Revenue of Loan Parties based on the assumption that the Provant Merger was effective as of March 31, 2017 regardless of the actual Closing Date and/or date of such Provant Merger):

(1)fifteen percent (15%) of Aggregate Revenue up to and including $20,000,000 in such Fiscal Year; plus

(2)ten percent (10.0%) of Aggregate Revenue greater than $20,000,000 in such Fiscal Year; minus

(B)    the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year; or

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[Hooper Holmes] Amended and Restated Credit Agreement

(ii)    as it relates to the Payment Date in May 2018 and each Payment Date thereafter:

(A) the aggregate Revenue-Based Payments payable from January 1 of the Fiscal Year of which such Fiscal Quarter is part through the end of such Fiscal Quarter, calculated as the sum of:

(1)fifteen percent (15%) of Aggregate Revenue up to and including $20,000,000 in such Fiscal Year; plus

(2)ten percent (10.0%) of Aggregate Revenue greater than $20,000,000 in such Fiscal Year; minus

(B)    the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year;

in each case provided that the Revenue-Based Payment is payable solely upon Aggregate Revenue in a given Fiscal Year, and will not be calculated on a cumulative, year-over-year basis.

(b)So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority:

(i)FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Collateral Documents, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral;

(ii)SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Collateral Documents, pro rata based on each Lender’s Pro Rata Share, until Paid in Full;

(iii)THIRD, to the payment of all accrued but unpaid interest in respect of the Loans as of such Payment Date (i.e. all accrued interest through and including each such 15^th day (or subsequent Business Day) of February, May, August and November), pro rata based on each Lender’s Pro Rata Share, until Paid in Full;

(iv)FOURTH, as it relates to each Payment Date on or after the Payment Date occurring in February 2019, to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Share, in an aggregate amount equal to the lesser of $500,000 or the outstanding principal amount of the Loans as of each such Payment Date (for the avoidance of doubt, no principal payment shall be due and owing hereunder on any Payment Date occurring prior to February 2019);

(v)FIFTH, all remaining amounts to the Borrower.

In the event that the amounts distributed under Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(i) through (iv) for such Payment Date, Borrower shall

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[Hooper Holmes] Amended and Restated Credit Agreement

pay an amount equal to the extent of such insufficiency within five (5) Business Days of request by Agent. For the avoidance of doubt, at all times prior to the Payment Date in February 2019, Borrower shall only be required to pay Revenue-Based Payments to the extent of amounts owing under clauses (i), (ii), and (iii) above on each such Payment Date prior to February 2019.

(c)In the event that Borrower makes any adjustment to Aggregate Revenue after it has been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments.

2.9.2Principal.

Notwithstanding the foregoing, the outstanding principal balance of the Loans and all other Obligations then due and owing shall be Paid in Full on the Maturity Date.

2.10Payment.

2.10.1Making of Payments.

Except as set forth in the last sentence of this Section 2.10.1, all payments of principal, interest, fees and other amounts, shall be made in immediately-available funds, via wire transfer as directed by Agent in writing, not later than 1:00 p.m. Dallas time on the date due, and funds received after that hour shall be deemed to have been received by Agent on the following Business Day. Not later than two (2) Business Days prior to each Payment Date, Agent shall provide to Borrower and each Lender a quarterly statement with the amounts payable by Borrower to Agent on such Payment Date in accordance with Section 2.9.1(b) hereof, which shall include, for additional clarity, Agent’s calculation of the Revenue-Based Payment for the prior Fiscal Quarter, which statement shall be binding on Borrower absent manifest error, and Borrower shall be entitled to rely on such quarterly statement in relation to its payment obligations on such Payment Date.

2.10.2Application of Payments and Proceeds Following an Event of Default.

Following the occurrence and during the continuance of an Event of Default, or if the Obligations have otherwise become or have been declared to become immediately due and payable in accordance with this Agreement, then notwithstanding anything herein or in any other Loan Document to the contrary, Agent shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, to the payment of the Obligations in the order and priority as determined by Agent in its sole discretion.

2.10.3Set-off.

Borrower agrees that Agent and each Lender and its Affiliates have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, Borrower agrees that at any time an Event of Default exists, Agent and each Lender may, to the fullest extent permitted by applicable law, apply to the payment of any Obligations of Borrower hereunder then due, any and all balances, credits, deposits, accounts or moneys of Borrower then or thereafter with Agent or such Lender. Notwithstanding the foregoing, no Lender shall exercise any rights described in the preceding sentence without the prior written consent of Agent.

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[Hooper Holmes] Amended and Restated Credit Agreement

2.10.4Proration of Payments.

If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2, 10.5 or 10.8) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Loan then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Section 3Yield Protection.

3.1Taxes.

(a)All payments of principal and interest on the Loans and all other amounts payable hereunder by or on behalf of Borrower to or for the account of Agent or any Lender shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, withholdings or other similar charges imposed by any Governmental Authority that is a taxing authority (“Taxes”), excluding (i) taxes imposed on or measured by Agent’s or any Lender’s net income (however denominated) or gross profits, and franchise taxes, imposed by any jurisdiction (or subdivision thereof) under the laws of which Agent or such Lender is organized or in which Agent or such Lender conducts business or, in the case of any Lender, in which its applicable lending office is located, (ii) any branch profit taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Agent or a Lender is located or conducts business; (iii) in the case of any Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement or designates a new lending office; (iv) in the case of any U.S. Lender, any United States federal backup withholding tax; and (v) taxes imposed under FATCA (items in clauses (i) through (v), “Excluded Taxes”, and all Taxes other than Excluded Taxes, “Indemnified Taxes”). If any withholding or deduction from any payment to be made by Borrower hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then Borrower shall: (w) make such withholding or deduction; (x) pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted; (y) as promptly as practicable forward to Agent the original or a certified copy of an official receipt or other documentation reasonably satisfactory to Agent evidencing such payment to such Governmental Authority; and (z) if the withholding or deduction is with respect to Indemnified Taxes, pay to Agent for the account of Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received had no such withholding or deduction of Indemnified Taxes been required. To the extent that any amounts shall ever be paid by Borrower in respect of Indemnified Taxes, such amounts shall, for greater certainty, be considered to have accrued and to have been paid by Borrower as interest on the Loans.

(b)Borrower shall indemnify Agent and each Lender for any Indemnified Taxes paid by Agent or such Lender, as applicable, on or with respect to any payment by or on account of any obligation of Borrower hereunder, and any additions to Tax, penalties and interest paid by Agent or such Lender with respect to such Indemnified Taxes; provided that Borrower shall not have any obligation to indemnify any party hereunder for any Indemnified Taxes or additions to Tax, penalties or interest with respect thereto that result from or are attributable to such party’s own gross negligence or willful misconduct. Payment under this Section 3.1(b) shall be made within thirty (30) days after the date Agent or the Lender, as applicable,

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[Hooper Holmes] Amended and Restated Credit Agreement

makes written demand therefor; provided, however, that if such written demand is made more than one-hundred eighty (180) days after the earlier of (i) the date on which Agent or the Lender, as applicable, pays such Indemnified Taxes or additions to Tax, penalties or interest with respect thereto and (ii) the date on which the applicable Governmental Authority makes written demand on Agent or such Lender, as applicable, for payment of such Indemnified Taxes or additions to Tax, penalties or interest with respect thereto, then Borrower shall not be obligated to indemnify Agent or such Lender for such Indemnified Taxes or additions to Tax, penalties or interest with respect thereto.

(c)Each Foreign Lender that is a party hereto on the Closing Date or becomes an assignee of an interest under this Agreement under Section 10.8.1 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall deliver to Borrower and Agent on or prior to the date on which such Foreign Lender becomes a party to this Agreement:

(i)Two duly completed and executed originals of IRS Form W-8BEN (or IRS Form W-8BENE) claiming exemption from withholding of Taxes under an income tax treaty to which the United States of America is a party;

(ii)two duly completed and executed originals of IRS Form W-8ECI;

(iii)a certificate in form and substance reasonably satisfactory to Agent and Borrower claiming entitlement to the portfolio interest exemption under Section 881(c) of the IRC and certifying that such Foreign Lender is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, (y) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the IRC, or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC, together with two duly completed and executed originals of IRS Form W-8BEN (or IRS Form W-8BENE); or

(iv)if the Foreign Lender is not the beneficial owner of amounts paid to it hereunder, two duly completed and executed originals of IRS Form W-8IMY, each accompanied by a duly completed and executed IRS Form W-8ECI, IRS Form W-8BEN (or IRS Form W-8BENE), IRS Form W-9 or a portfolio interest certificate described in clause (iii) above from each beneficial owner of such amounts claiming entitlement to exemption from withholding or backup withholding of Taxes.

Each Foreign Lender shall (to the extent legally entitled to do so) provide updated forms to Borrower and Agent on or prior to the date any prior form previously provided under this clause (c) becomes obsolete or expires, after the occurrence of an event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (c) or from time to time if requested by Borrower or Agent. Each U.S. Lender shall deliver to Agent and Borrower on or prior to the date on which such Lender becomes a party to this Agreement (and from time to time thereafter upon the request of Borrower or Agent) properly completed and executed originals of IRS Form W‑9 certifying that such Lender is exempt from backup withholding. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be required to pay additional amounts to or indemnify any Lender pursuant to this Section 3.1 with respect to any Taxes required to be deducted or withheld (or any additions to Tax, penalties or interest with respect thereto) (A) on the basis of the information, certificates or statements of exemption provided by a Lender pursuant to this clause (c), or (B) if such Lender shall fail to comply with the certification requirements of this clause (c).

(d)Without limiting the foregoing, each Lender shall timely comply with any certification, documentation, information or other reporting necessary to establish an exemption from

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[Hooper Holmes] Amended and Restated Credit Agreement

withholding under FATCA and shall provide any documentation reasonably requested by Borrower or Agent sufficient for Borrower and Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such applicable reporting requirements.

(e)If Agent or a Lender determines that it is entitled to or has received a refund of any Taxes for which it has been indemnified by Borrower (or another Loan Party) or with respect to which Borrower (or another Loan Party) shall have paid additional amounts pursuant to this Section 3.1, it shall promptly notify Borrower of such refund, and promptly make an appropriate claim to the relevant Governmental Authority for such refund (if it has not previously done so). If Agent or a Lender receives a refund (whether or not pursuant to such claim) of such Taxes, it shall promptly pay over such refund to Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by Loan Parties under this Section 3.1 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that Borrower, upon the request of Agent or such Lender, agrees to repay to Agent or such Lender the amount paid over to Borrower in the event Agent or such Lender is required to repay such refund to such Governmental Authority. This Section 3.1(e) shall not be construed to require Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to Borrower or any other Person or to alter its internal practices or procedures with respect to the administration of Taxes.

(f)Each Lender shall severally indemnify Borrower for any Excluded Taxes attributable to such Lender and any additions to Tax, penalties and interest with respect to such Excluded Taxes that are paid by Borrower with respect to a payment hereunder.

3.2Increased Cost.

(a)If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under any of its Notes with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause

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[Hooper Holmes] Amended and Restated Credit Agreement

(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

(b)If any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect.

(c)Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above.  A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest error.

3.3[Reserved].

3.4Manner of Funding; Alternate Funding Offices.

Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it may determine at its sole discretion. Each Lender may, if it so elects, fulfill its commitment to make the Loan by causing any branch or Affiliate of such Lender to make such Loan; provided that in such event for the purposes of this Agreement (other than Section 3.1) such Loan shall be deemed to have been made by such Lender and the

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[Hooper Holmes] Amended and Restated Credit Agreement

obligation of Borrower to repay such Loan shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such Loan, for the account of such branch or Affiliate.

3.5Conclusiveness of Statements; Survival.

Determinations and statements of any Lender pursuant to Section 3.1, 3.2, 3.3 or 3.4 shall be conclusive absent manifest error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 3.1 or 3.2, and the provisions of such Sections shall survive repayment of the Loans, cancellation of the Notes and termination of this Agreement.

Section 4Conditions Precedent.

The obligation of each Lender to make the Additional Term Loan hereunder is subject to the following conditions precedent, each of which shall be reasonably satisfactory in all respects to Agent.

4.1Prior Debt.

The Prior Debt has been (or concurrently with the funding of the Additional Term Loan will be) paid in full or otherwise converted to Equity Interests in Borrower as approved by Agent, and all related Liens have been (or concurrently with the funding of the Additional Term Loan will be) released.

4.2Delivery of Loan Documents.

Agent shall have received the following in form and substance acceptable to Agent (and, as applicable, duly executed and dated the Closing Date or an earlier date satisfactory to Agent):

(a)Loan Documents. Each Loan Document set forth on the closing checklist attached hereto as Exhibit F duly executed by a Responsible Officer of each Loan Party and the other parties thereto (in each case except Agent and the Lenders).

(b)Updated Schedules. Schedules to this Agreement and the other Loan Documents, updated as of the Closing Date.

(c)Lien Searches. Updated Uniform Commercial Code, foreign, state and county search reports listing all effective financing statements filed and other Liens of record against any Loan Party, with copies of any financing statements and applicable searches of the records of the U.S. Patent and Trademark Office performed with respect to each Loan Party, all in each jurisdiction reasonably determined by Agent

(d)Collateral Access Agreements. Fully executed (except by Agent and the Lenders) Collateral Access Agreements reasonably requested by Agent with respect to the Collateral.

(e)Payoff; Release. Payoff letters with respect to the repayment in full of all Prior Debt, termination of all agreements relating thereto and the release of all Liens granted in connection therewith, with Uniform Commercial Code or other appropriate termination statements and documents effective to evidence the foregoing or authorization to file the same.

(f)Authorization Documents. For each Loan Party, such Person’s (i) charter (or similar formation document), certified by the appropriate Governmental Authority, (ii) good standing certificates in its jurisdiction of incorporation (or formation) and in each other jurisdiction reasonably requested by

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[Hooper Holmes] Amended and Restated Credit Agreement

Agent, (iii) bylaws (or similar governing document), (iv) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby, and (v) signature and incumbency certificates of its officers executing any of the Loan Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification, in form and substance reasonably satisfactory to Agent.

(g)SCM Loan Documents and Intercreditor Agreement. The fully-executed SCM Loan Documents and the Intercreditor Agreement.

(h)Opinions of Counsel. Opinions of counsel for each Loan Party regarding certain closing matters, and Borrower hereby requests such counsel to deliver such opinions and authorizes Agent and Lenders to rely thereon.

(i)Insurance. Certificates or other evidence of insurance in effect as required by Section 6.3(c) and (d), with endorsements naming Agent as lenders’ loss payee and/or additional insured, as applicable.

(j)[Reserved].

(k)Financial Reports. Any updated quality of earnings reports, internal estimates of cost cutting measures to be taken following the Provant Merger as well as any other material reports, projections or estimates prepared by Borrower as reasonably requested by Agent.

(l)[Reserved].

(m)Consents. Evidence that all necessary consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by each Loan Party of the Loan Documents have been duly obtained and are in full force and effect.

4.3Fees. Agent shall have received payment of (i) a $400,000 extension and amendment fee in lieu of the “Exit Fee” otherwise due and payable pursuant to Section 2.7(a) of the Existing Credit Agreement, which amount shall be due and payable, and nonrefundable, as of the Closing Date, (ii) the Deferred Principal Payment and all accrued and unpaid interest due and owing under the Existing Credit Agreement as of the Closing Date and (iii) all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of Agent’s legal counsel), required to be paid under the Loan Documents on or before the Closing Date. All such amounts will be paid with proceeds of the Additional Term Loan and any previous expense deposits made with Agent on or before the Closing Date and will be reflected in that certain funds flow statement agreed to by Agent and Borrower on or before the Closing Date. .

4.4Warrant. Agent shall have received the fully executed Second A&R Closing Date Warrant.

4.5Representations, Warranties, Defaults. As of the Closing Date, after giving effect to the making of the Loans, all representations and warranties of Borrower set forth in any Loan Document (other than those set forth in Section 5.5 hereof) shall be true and correct in all material respects as if made on and as of the Closing Date (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all material respects as of such earlier date); provided, notwithstanding anything in this Agreement, any Loan Document, or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, the only representations

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[Hooper Holmes] Amended and Restated Credit Agreement

the accuracy of which shall be a condition to availability of the Additional Term Loan on the Closing Date shall be (i) such of the representations made by or on behalf of Provant in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Borrower or any of its Affiliates have the right to terminate its or their obligations under the Merger Agreement (or decline to consummate the Merger) as a result of a breach of such representations in the Merger Agreement and (ii) the Specified Representations (as defined below) (it being understood that, to the extent any Collateral (including the creation or perfection of any security interest therein) is not or cannot be provided on the Closing Date (other than the perfection of Collateral with respect to which a security interest may be perfected by means of (x) filing a Uniform Commercial Code financing statement, (y) delivery of certificated securities, or (z) filing a notice with the United States Patent and Trademark Office or the United States Copyright Office), after Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, the creation and/or perfection of such security interests in such Collateral shall not constitute a condition precedent to the availability of the Additional Term Loan on the Closing Date but shall be required to be provided after the Closing Date pursuant to arrangements to be mutually agreed (and in any event, not longer than ninety (90) days after the Closing Date unless otherwise agreed to by Agent at its sole option)). For purposes hereof, “Specified Representations” means the representations and warranties contained in Sections 5.1, 5.2 (the first sentence and clauses (b)(i) and (ii) only), 5.3, 5.6, 5.10, 5.12, 5.14, 5.28 and, subject to the limitations in clause (ii) above, 5.29. The acceptance of the Term Loan by Borrower shall be deemed to be a certification by Borrower that the conditions set forth in this Section 4.5 have been satisfied.

4.6[Reserved].

4.7[Reserved].

4.8No Felonies or Indictable Offenses. No Loan Party nor, to Borrower’s knowledge, any of their respective Affiliates nor any of their officers or key management personnel shall have been charged with or be under active investigation for a felony crime.

4.9No Material Adverse Effect. No “Material Adverse Effect” (as defined in the Merger Agreement) shall have occurred, and no event shall have occurred that would give Borrower the right to terminate or otherwise delay closing under the Merger Agreement, regardless of whether or not Borrower has elected to so terminate the Merger Agreement and/or delay closing thereunder.

4.10Provant Merger Closing. Agent shall have received fully-executed copies of all documents to be delivered pursuant to or in connection with the Merger Agreement (whether pursuant to Articles VI or VII thereof or otherwise), and Agent shall be satisfied, in its sole discretion, that (a) the closing of the transactions contemplated therein (such transactions, herein referred to as “Provant Merger”) shall occur immediately following or simultaneously with the making of the Additional Term Loan.

4.1Minimum Capital Raise. Agent shall have received evidence reasonably acceptable to Agent that (a) Borrower (i) has issued additional Equity Interests, on terms and conditions reasonably satisfactory to Agent, resulting in net cash proceeds to Borrower of not less than $3,500,000 on or after February 1, 2017, or (ii) has proposed a post-closing rights or other public or private offering to be closed within ninety (90) days after the Closing Date to raise any portion of such $3,500,000 in net cash proceeds not raised prior to the Closing Date (the “Post-Closing Equity Raise”), in form and substance reasonably acceptable to Agent and with fifty percent (50%) of such deficit backstopped by Century Focused Fund III, LLP, and (b) Provant has issued additional Equity Interests or subordinated debt obligations, on terms and conditions reasonably satisfactory to Agent (including the execution of a subordination agreement with Agent in the form attached hereto as Exhibit E), resulting in net cash proceeds to Provant of not less than $2,500,000.

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[Hooper Holmes] Amended and Restated Credit Agreement

Section 5Representations and Warranties.

To induce Agent and Lenders to enter into this Agreement and to induce Lenders to make Loans hereunder, Borrower represents and warrants to Agent and Lenders, as of the Closing Date that:

5.1Organization.

Each Loan Party is validly existing and in good standing under the laws of its state or country of jurisdiction as set forth on Schedule 5.1, and is duly qualified to do business in each jurisdiction set forth on Schedule 5.1, which are all of the jurisdictions in which failure to so qualify could reasonably be likely to have or result in a Material Adverse Effect.

5.2Authorization; No Conflict.

Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow or guaranty monies hereunder, as applicable, and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Loan Parties of this Agreement and the other Loan Documents to which it is a party, as applicable, and the transactions contemplated therein, do not and will not (a) require any consent or approval of any Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the charter, by-laws or other organizational documents of such Loan Party or (iii) (except as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contract, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents).

5.3Validity; Binding Nature.

Each of this Agreement and each other Loan Document to which any Loan Party is a party, as applicable, is the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity and concepts of reasonableness.

5.4Financial Condition.

(a)The audited consolidated financial statements of Borrower for the Fiscal Year 2016, copies of each of which have been delivered pursuant hereto, were prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition of Borrower as at such dates and the results of its operations for the periods then ended.

(b)The consolidated financial projections (including an operating budget and a cash flow budget) of Borrower for the period ending December 31, 2021 have been delivered to Agent and Lenders on or prior to the Closing Date (i) were prepared by Borrower in good faith and (ii) were prepared in accordance with assumptions for which Borrower believes it has a reasonable basis, and the accompanying consolidated and consolidating pro forma unaudited balance sheet of Borrower as at the Closing Date, adjusted to give effect to the financings contemplated hereby as if such transactions had occurred on such date, is consistent in all material respects with such projections (it being understood that the projections are not a guaranty of future performance and that actual results during the period covered by the projections may materially differ from the projected results therein).

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[Hooper Holmes] Amended and Restated Credit Agreement

5.5No Material Adverse Change.

Since December 31, 2016, there has been no material adverse change in the financial condition, operations, assets, business or properties of Borrower taken as a whole.

5.6Litigation.

No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to Borrower’s knowledge, threatened against any Loan Party that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. As of the Closing Date, other than any liability incidental to such litigation or proceedings, no Loan Party has any material Contingent Obligations not listed on Schedule 7.1 or disclosed in the financial statements specified in Section 5.4(a).

5.7Ownership of Properties; Liens.

Borrower and each other Loan Party owns all of its material properties and assets, tangible and intangible, of any nature whatsoever that it purports to own (including Intellectual Property), free and clear of all Liens and charges and claims (including infringement claims with respect to Intellectual Property), except Permitted Liens and as set forth on Schedule 5.7.

5.8Capitalization.

All issued and outstanding Equity Interests of Loan Parties are duly authorized, validly issued, fully paid, non-assessable, and such securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. Schedule 5.8 sets forth the authorized Equity Interests of each Loan Party as of the Closing Date as well as all Persons owning more than ten percent (10%) of the outstanding Equity Interests in each such Loan Party.

5.9Pension Plans.

No Loan Party has, nor to Borrower’s knowledge has any Loan Party ever had, a Pension Plan.

5.10Investment Company Act.

No Loan Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company”, within the meaning of the Investment Company Act of 1940.

5.11No Default.

No Event of Default or Default exists or would result from the incurrence by Borrower of any Debt hereunder or under any other Loan Document or as a result of any Loan Party entering into the Loan Documents to which it is a party.

5.12Margin Stock.

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[Hooper Holmes] Amended and Restated Credit Agreement

No Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. As of the Closing Date, no portion of the Obligations is secured directly or indirectly by Margin Stock.

5.13Taxes.

Each Loan Party has filed, or caused to be filed, all federal, state, foreign and other tax returns and reports required by law to have been filed by it and has paid all federal, state, foreign and other taxes and governmental charges thereby shown to be owing, except any such taxes or charges (a) that are not delinquent or (b) that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside on its books.

5.14Solvency.

On the Closing Date, and immediately prior to and after giving effect to the borrowing hereunder and the use of the proceeds hereof, Borrower is, and will be, Solvent.

5.15Environmental Matters.

The on-going operations of Loan Parties comply in all respects with all applicable Environmental Laws, except for non-compliance which could not (if enforced in accordance with applicable law) reasonably be expected to result in a Material Adverse Effect. Each Loan Party has obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any Environmental Law and necessary for its respective ordinary course operations, and each Loan Party is in compliance with all material terms and conditions thereof, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Neither Borrower, any of its Subsidiaries nor any of their respective properties or operations is subject to any outstanding written order from or agreement with any federal, state, or local Governmental Authority, nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance. There are no Hazardous Substances or other conditions or circumstances existing with respect to any property, or arising from operations prior to the Closing Date, of any Loan Party that would reasonably be expected to result in a Material Adverse Effect. No Loan Party has underground storage tanks.

5.16Insurance.

Loan Parties and their respective properties are insured with financially sound and reputable insurance companies which are not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Loan Parties operate, as applicable. A true and complete listing of such insurance as of the Closing Date, including issuers, coverages and deductibles, is set forth on Schedule 5.16.

5.17Information.

All written information heretofore or contemporaneously herewith furnished in writing by Borrower to Agent or any Lender for purposes of or in connection with this Agreement and the transactions contemplated hereby, taken as a whole, is, and all written information hereafter furnished by or on behalf of Borrower to Agent or any Lender pursuant hereto or in connection herewith, taken as a whole, will be true and accurate in every material respect on the date as of which such information, taken as a whole, is dated or certified, and none of such information is or will be incomplete by omitting to state any material fact

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[Hooper Holmes] Amended and Restated Credit Agreement

necessary to make such information not misleading in any material respect in light of the circumstances under which made (it being recognized by Agent and Lenders that any projections and forecasts provided by Borrower are based on good faith estimates and assumptions believed by Borrower to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results).

5.18Intellectual Property; Products and Services.

(a)Schedule 5.18(a) (as updated from time to time in accordance with Section 6.1.2 hereof) accurately and completely lists all of Loan Parties’ Registered Intellectual Property. Each Loan Party owns and possesses or has a license or other right to use all Intellectual Property as is necessary for the conduct of the business of such Loan Party, without any infringement upon the intellectual property rights of others, except as otherwise set forth on Schedule 5.18(a) hereto.

(b)Schedule 5.18(b) (as updated from time to time in accordance with Section 6.1.2 hereof) accurately and completely lists all Products, Services, and all Required Permits in relation thereto, and Borrower has delivered to Agent a copy of all Required Permits as of the date hereof.

(c)With respect to any Product or Service being tested, manufactured, marketed, sold, and/or delivered by Loan Parties, the applicable Loan Party has received (or the applicable, authorized third parties have received), and such Product or Service is the subject of, all Required Permits needed in connection with the testing, manufacture, marketing, sale, and/or delivery of such Product or Service by or on behalf of Loan Parties as currently conducted. No Loan Party has received any notice from any applicable Governmental Authority, specifically including the FDA and/or CMS, that such Governmental Authority is conducting an investigation or review (other than a normal routine scheduled inspection) of any Loan Party’s (x) manufacturing facilities, laboratory facilities, the processes for such Product, or any related sales or marketing activities and/or the Required Permits related to such Product, and (y) laboratory facilities, the processes for such Services, or any related sales or marketing activities and/or the Required Permits related to such Services. There are no material deficiencies or violations of applicable laws in relation to the manufacturing, processes, sales, marketing, or delivery of such Product or Services and/or the Required Permits related to such Product or Services, no Required Permit has been revoked or withdrawn, nor, to Borrower’s knowledge, has any such Governmental Authority issued any order or recommendation stating that the development, testing, manufacturing, sales and/or marketing of such Product or Services by or on behalf of Loan Parties should cease or be withdrawn from the marketplace, as applicable.

(d)Except as set forth on Schedule 5.18(b), (A) there have been no adverse clinical test results in respect of any Product since the date on which the applicable Loan Party acquired rights to such Product, and (B) there have been no product recalls or voluntary product withdrawals from any market in respect of any Product since the date on which the applicable Loan Party acquired rights to such Product.

(e)No Loan Party has experienced any significant failures in its manufacturing of any Product which caused any reduction in Products sold.

5.19Restrictive Provisions.

No Loan Party is a party to any agreement or contract or subject to any restriction contained in its operative documents which would reasonably be expected to have a Material Adverse Effect.

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[Hooper Holmes] Amended and Restated Credit Agreement

5.20Labor Matters.

No Loan Party is subject to any labor or collective bargaining agreement. There are no existing or threatened strikes, lockouts or other labor disputes involving any Loan Party that singly or in the aggregate would reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of each Loan Party are not in violation in any material respect of the Fair Labor Standards Act or any other applicable law, rule or regulation dealing with such matters. Each Loan Party has fully and timely made any and all social benefits and pension contributions and payments required to be made by such Loan Party according to any applicable law or agreement.

5.21Material Contracts.

Except for the agreements set forth on Schedule 5.21 (collectively, the “Material Contracts”), as of the Closing Date there are no (i) employment agreements covering the Chief Executive Officer, Chief Financial Officer of Borrower, (ii) collective bargaining agreements or other labor agreements covering any employees of any Loan Party, (iii) agreements for managerial, consulting or similar services to which any Loan Party is a party or by which it is bound, (iv) agreements regarding any Loan Party, its assets or operations or any investment therein to which such Loan Party and any of its equity holders are a party, (v) patent licenses, trademark licenses, copyright licenses or other comparable lease or license agreements to which any Loan Party is a party, either as lessor or lessee, or as licensor or licensee (other than widely-available software subject to “shrink-wrap” or “click-through” software licenses), (vi) distribution, marketing or supply agreements to which any Loan Party is a party, (vii) [Reserved], (viii) partnership agreements pursuant to which any Loan Party is a partner, limited liability company agreements pursuant to which any Loan Party is a member or manager, or joint venture agreements to which any Loan Party is a party (in each case other than the applicable Loan Parties’ organizational documents), (ix) real estate leases, or (x) any other agreements or instruments to which any Loan Party is a party, in each case with respect to the foregoing clauses (i) to (x), the breach, nonperformance or cancellation of which, would reasonably be expected to have a Material Adverse Effect.  Schedule 5.21 sets forth, with respect to each real estate lease agreement to which any Loan Party is a party as of the Closing Date, the address of the subject property. The consummation of the transactions contemplated by the Loan Documents will not give rise to a right of termination in favor of any party to any Material Contract (other than a Loan Party) which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

5.22Compliance with Laws; Health Care Laws.

(a)Laws Generally. Each Loan Party is in compliance with, and is conducting and has conducted its business and operations in material compliance with the requirements of all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.

(b)Health Care Laws. Without limiting the generality of clause (a) above:

(i)No Loan Party is in violation of any of the Health Care Laws, except for any such violation which would not reasonably be expected (either individually and taken as a whole with any other violations) to have a Material Adverse Effect.

(ii)Each Loan Party(either directly or through one or more authorized third parties) has (i) all licenses, consents, certificates, permits, authorizations, approvals, franchises, registrations, qualifications and other rights from, and has made all declarations and filings with, all applicable Governmental Authorities and self-regulatory authorities (each, an “Authorization”)

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[Hooper Holmes] Amended and Restated Credit Agreement

necessary to engage in the business conducted by it, except for such Authorizations with respect to which the failure to obtain would not reasonably be expected to have a Material Adverse Effect, and (ii) no knowledge that any Governmental Authority is considering limiting, suspending or revoking any such Authorization, except where the limitation, suspension or revocation of such Authorization would not reasonably be expected to have a Material Adverse Effect. All such Authorizations are valid and in full force and effect and such Loan Party is in material compliance with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities having jurisdiction with respect to such Authorizations, except where failure to be in such compliance or for an Authorization to be valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

(iii)Each Loan Party has received and maintains accreditation in good standing and without limitation or impairment by all applicable accrediting organizations, to the extent required by applicable law or regulation (including any foreign law or equivalent regulation), except where the failure to be so accredited and in good standing without limitation would not reasonably be expected to have a Material Adverse Effect.

(iv)Exceptwhere any of the following would not reasonably be expected to have a Material Adverse Effect, no Loan Party has been, and has been threatened to be, (i) excluded from U.S. health care programs pursuant to 42 U.S.C. §1320(a)7 or any related regulations, (ii) “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations, or (iii) made a party to any other action by any Governmental Authority that may prohibit it from selling products to any governmental or other purchaser pursuant to any federal, state or local laws or regulations.

(v)No Loan Party has received any written notice from the FDA, CMS, or any other Governmental Authority with respect to, nor to Borrower’s best knowledge is there, any actual or threatened investigation, inquiry, or administrative or judicial action, hearing, or enforcement proceeding by the FDA, CMS, or any other Governmental Authority against any Loan Party regarding any violation of applicable law, except for such investigations, inquiries, or administrative or judicial actions, hearings, or enforcement proceedings which, individually and in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

5.23Existing Indebtedness; Investments, Guarantees and Certain Contracts.

Except as set forth on Schedule 7.1, no Loan Party (a) has any outstanding Debt, except Debt under the Loan Documents, or (b) owns or holds any equity or long-term debt investments in, or has any outstanding advances to or any outstanding guarantees for the obligations of, or any outstanding borrowings from, any other Person.

5.24Affiliated Agreements.

Except as set forth on Schedule 7.7 and employment agreements entered into with employees, managers, officers and directors from time to time in the ordinary course of business, (i) there are no existing or proposed agreements, arrangements, understandings or transactions between any Loan Party, on the one hand, and such Loan Party’s members, managers, managing members, investors, officers, directors, stockholders, other equity holders, employees, or Affiliates or any members of their respective families, on the other hand, and (ii) to Borrower’s knowledge, none of the foregoing Persons are directly or

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[Hooper Holmes] Amended and Restated Credit Agreement

indirectly, indebted to or have any direct or indirect ownership or voting interest in, any Affiliate of any Loan Party or any Person with which any Loan Party has a business relationship or which competes with any Loan Party (except that any such Persons may own equity interests in (but not exceeding two percent (2%) of the outstanding equity interests of) any publicly traded company that may compete with Loan Parties).

5.25Names; Locations of Offices, Records and Collateral; Deposit Accounts.

No Loan Party has conducted business under or used any name (whether corporate, partnership or assumed) within the five (5) years prior to the Closing Date other than such names set forth on Schedule 5.25A. Each Loan Party is the sole owner(s) of all of its respective names listed on Schedule 5.25A, and any and all business done and invoices issued in such names are such Loan Party’s sales, business and invoices. Each Loan Party maintains, and since its formation has maintained, respective places of business only at the locations set forth on Schedule 5.25B, and all books and records of Loan Parties relating to or evidencing the Collateral are located in and at such locations (other than (i) Deposit Accounts, and (ii) Collateral in the possession of Agent, for the benefit of Lenders). Schedule 7.14 lists all of Loan Parties’ Deposit Accounts as of the Closing Date. All of the tangible Collateral is located exclusively within the United States.

5.26[Reserved].

5.27Broker’s or Finder’s Commissions.

Except as set forth in Schedule 5.27, no broker’s, finder’s or placement fee or commission will be payable to any broker or agent engaged by any Loan Party or any of its officers, directors or agents with respect to the Loan or the transactions contemplated by this Agreement except for fees payable to Agent and Lenders. Borrower agrees to indemnify Agent and each Lender and hold each harmless from and against any claim, demand or liability for broker’s, finder’s or placement fees or similar commissions, whether or not payable by Borrower, alleged to have been incurred in connection with such transactions, other than any broker’s or finder’s fees payable to Persons engaged by Agent and/or Lenders.

5.28Anti-Terrorism; OFAC.

(a)No Loan Party nor any Person controlling or controlled by a Loan Party, nor, to Borrower’s knowledge, any Person having a beneficial interest in a Loan Party, nor any Person for whom a Loan Party is acting as agent or nominee in connection with this transaction (1) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (2) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of Section 2 of such executive order, or (3) is a Person on the list of Specially Designated Nationals and Blocked Persons or is in violation of the limitations or prohibitions under any other OFAC regulation or executive order.

(b)No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

5.29Security Interest.

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[Hooper Holmes] Amended and Restated Credit Agreement

Each Loan Party has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority (subject to currently existing Permitted Liens) security interest and Lien on the Collateral pursuant to this Agreement and the other Loan Documents, as applicable, subject to the following sentence. Upon the execution and delivery of this Agreement and the other Loan Documents, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing an equity interest, control and/or possession, as applicable, without any further action, Agent will have a good, valid and first priority (subject to Permitted Liens) perfected Lien and security interest in the Collateral, for the benefit of Lenders. Borrower is not party to any agreement, document or instrument that conflicts with this Section 5.29.

5.30Survival.

Borrower hereby makes the representations and warranties contained herein with the knowledge and intention that Agent and Lenders are relying and will rely thereon. All such representations and warranties will survive the execution and delivery of this Agreement, the closing and the making of the Loan.

Section 6Affirmative Covenants.

Until all Obligations have been Paid in Full, Borrower agrees that, unless at any time Required Lenders shall otherwise expressly consent in writing, it will:

6.1Information.

Furnish to Agent (which shall furnish to each Lender):

6.1.1Annual Report.

Promptly when available and in any event within ninety (90) days after the close of each Fiscal Year (unless Borrower files a Notice of Late Filing (12b-25 Notice) in which case such report shall be due within one hundred five (105) days of the end of the relevant Fiscal Year): (a) a copy of the annual audited report of Borrower and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet and statement of earnings and cash flows of Borrower and its Subsidiaries as at the end of and for such Fiscal Year, certified without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower and reasonably acceptable to Agent, and (ii) a comparison with the previous Fiscal Year; and (b) upon Agent’s reasonable request, a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flows for Borrower and its Subsidiaries for such Fiscal Year, together with a comparison of actual results for such Fiscal Year with the budget for such Fiscal Year, each certified by the chief financial officer or another executive officer of Borrower.

6.1.2Interim Reports.

(a)Promptly when available and in any event within thirty (30) days after the end of each calendar month, unaudited consolidated balance sheets of Borrower and its Subsidiaries as of the end of such calendar month, together with consolidated statements of earnings and cash flows for such calendar month and for the period beginning with the first day of such Fiscal Year and ending on the last day of such calendar month, certified by the chief financial officer or other executive officer of Borrower.

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[Hooper Holmes] Amended and Restated Credit Agreement

(b)Promptly when available and in any event within forty-five (45) days after the end of each Fiscal Quarter (unless Borrower files a Notice of Late Filing (12b-25 Notice) in which case such report shall be due within fifty (50) days of the end of the relevant Fiscal Quarter), unaudited consolidated balance sheets of Borrower and its Subsidiaries as of the end of such Fiscal Quarter, together with consolidated statements of earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending on the last day of such Fiscal Quarter, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year (which may be in preliminary form), certified by the chief financial officer or other executive officer of Borrower.

(c)Together with each such quarterly report to be delivered pursuant to Section 6.1.2(a) above, Borrower shall provide to Agent (i) a written statement of Borrower’s management in a mutually agreed format setting forth a summary discussion of Borrower’s financial condition, changes in financial condition and results of operations, and (ii) updated Schedules 5.18(a) and (b) setting forth any changes to the disclosures set forth in such schedules as most recently provided to Agent or, as applicable, a written statement of Borrower’s management stating that there have been no changes to such disclosures as most recently provided to Agent.

6.1.3Quarterly Review Meeting. If requested by Agent, Borrower and any other Loan Parties as requested by Agent shall be available in person or via teleconference as and when requested by Agent for a quarterly review meeting regarding the status of Borrower, the Collateral and performance of the same.

6.1.4Compliance Certificate; Revenue-Based Payment Reconciliation.

Contemporaneously with the furnishing of a copy of each annual audit report pursuant to Section 6.1.1 and each set of quarterly statements pursuant to Section 6.1.2, (i) a duly completed Compliance Certificate, with appropriate insertions, dated the date of delivery and corresponding to such annual report or such quarterly statements, and signed by the chief financial officer (or other executive officer) of Borrower, containing a computation showing compliance with Section 7.13 and a statement to the effect that such officer has not become aware of any Event of Default or Default that exists or, if there is any such event, describing it and the steps, if any, being taken to cure it and (ii) a report, in form acceptable to Agent, reconciling the Royalties, Net Sales and all other revenue reported by Borrower to Agent during any reporting period to the Aggregate Revenue reported by Borrower hereunder for such period and the amount of Revenue-Based Payment(s) made by Borrower in connection with such period(s).

6.1.5Reports to Governmental Authorities and Shareholders.

Promptly upon the filing or sending thereof, copies of (a) all regular, periodic or special reports of each Loan Party filed with any Governmental Authority, (b) all registration statements (or such equivalent documents) of each Loan Party filed with any Governmental Authority and (c) all proxy statements or other communications made to the holders of Borrower’s Equity Interests generally; provided that no loan Party is obligated to deliver to Agent or any Lender any state or local tax returns or any state or local licensing requests unless reasonably requested in writing by Agent.

6.1.6Notice of Default; Litigation.

Promptly upon becoming aware of any of the following, written notice describing the same and the steps being taken by Borrower or the applicable Loan Party affected thereby with respect thereto:

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[Hooper Holmes] Amended and Restated Credit Agreement

(a)the occurrence of an Event of Default;

(b)any litigation, arbitration or governmental investigation or proceeding not previously disclosed by Borrower to Lenders which has been instituted or, to the knowledge of Borrower, is threatened in writing against Borrower or any other Loan Party or to which any of the properties of any thereof is subject, which in any case would reasonably be expected to have a Material Adverse Effect;

(c)the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, or the failure of any member of the Controlled Group to make a required contribution to any Pension Plan (if such failure is sufficient to give rise to a Lien under Section 303(k) of ERISA) or to any Multiemployer Pension Plan, or the taking of any action with respect to a Pension Plan which could result in the requirement that Borrower or any other Loan Party furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), or any material increase in the contingent liability of Borrower or any other Loan Party with respect to any post-retirement welfare plan benefit, or any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the IRC, that any such plan is or may be terminated, or that any such plan is or may become insolvent;

(d)any cancellation or material adverse change in any insurance maintained by Borrower or any other Loan Party;

(e)any other event (including (i) any violation of any law, including any Environmental Law, or the assertion of any Environmental Claim or (ii) the enactment or effectiveness of any law, rule or regulation) which could reasonably be expected to have a Material Adverse Effect; or

(f)to the extent that it would reasonably be expected to result in a Material Adverse Effect (i) any suspension, revocation, cancellation or withdrawal of an Authorization required for Borrower or any other Loan Party, is threatened or there is any basis for believing that such Authorization will not be renewable upon expiration or will be suspended, revoked, cancelled or withdrawn, (ii) Borrower or any other Loan Party enters into any consent decree or order pursuant to any Health Care Law and Regulation, or becomes a party to any judgment, decree or judicial or administrative order pursuant to any Health Care Law, (iii) receipt of any written notice or other written communication from the FDA, CMS, or any other applicable Governmental Authority alleging non-compliance with CLIA or any other applicable Health Care Law, (iv) the occurrence of any violation of any Health Care Law by Borrower or any of the other Loan Parties in the development or provision of Services, and record keeping and reporting to the FDA or CMS that could reasonably be expected to require or lead to an investigation, corrective action or enforcement, regulatory or administrative action, (v) the occurrence of any civil or criminal proceedings relating to Borrower or any of the other Loan Parties or any of their respective employees, which involve a matter within or related to the FDA’s or CMS’ jurisdiction, (vi) any officer, employee or agent of Borrower or any of the other Loan Parties is convicted of any crime or has engaged in any conduct for which debarment is mandated or permitted by 21 U.S.C. § 335a, or (vii) any officer, employee or agent of Borrower or any of the other Loan Parties has been convicted of any crime or engaged in any conduct for which such Person could be excluded from participating in any federal, provincial, state or local health care programs under Section 1128 of the Social Security Act or any similar law or regulation.

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[Hooper Holmes] Amended and Restated Credit Agreement

6.1.7Management Report.

Promptly upon receipt thereof, copies of all detailed financial and management reports submitted to Borrower or any other Loan Party by independent auditors in connection with each annual or interim audit made by such auditors of the books of Borrower or any other Loan Party.

6.1.8Projections.

As soon as practicable, and in any event not later than thirty (30) days after the commencement of each Fiscal Year, financial projections on a monthly basis of revenues and EBITDA for Borrower and the Subsidiaries for such Fiscal Year prepared in a manner consistent with the projections delivered by Borrower to Agent prior to the Closing Date or otherwise in a manner reasonably satisfactory to Agent, accompanied by a certificate of a chief financial officer (or other executive officer) of Borrower on behalf of Borrower to the effect that (a) such projections were prepared by them in good faith, (b) Borrower believes that it has a reasonable basis for the assumptions contained in such projections and (c) such projections have been prepared in accordance with such assumptions.

6.1.9Updated Schedules to Guarantee and Collateral Agreement.

Contemporaneously with the furnishing of each annual audit report pursuant to Section 6.1.1, updated versions of the Schedules to the Guarantee and Collateral Agreement showing information as of the date of such audit report (it being agreed and understood that this requirement shall be in addition to the notice and delivery requirements set forth in the Guarantee and Collateral Agreement).

6.1.10Other Information.

(a)Promptly from time to time, such other information concerning Borrower and any other Loan Party as Agent may reasonably request, shall be delivered to Agent.

(b)Promptly, upon receipt by Borrower, copies of (i) any notices or other communications relating to any breach, default, or event of default with respect to any Debt listed on Schedule 7.1 or the SCM Indebtedness, and (ii) any other modifications or amendments entered into in relation to any Debt listed on Schedule 7.1 or the SCM Indebtedness, shall be delivered to Agent.

6.2Books; Records; Inspections.

Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit (at any reasonable time and with reasonable notice), Agent or any representative thereof to inspect the properties and operations of Borrower or any other Loan Party; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or Agent or any representative thereof), and to examine (and, at the expense of Borrower or the applicable Loan Party, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, (at any reasonable time and with reasonable notice) Agent and its representatives to inspect the Collateral and other tangible assets of Borrower or Loan Party, to perform appraisals of the equipment of Borrower or Loan Party, and to inspect, audit, check and make copies of and

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[Hooper Holmes] Amended and Restated Credit Agreement

extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral.

6.3Conduct of Business; Maintenance of Property; Insurance.

(a)Borrower shall, and shall cause each other Loan Party to, (i) conduct its business in accordance with its current business practices, (ii) engage principally in the same or similar lines of business substantially as heretofore conducted, (iii) collect the Royalties in the ordinary course of business, (iv) maintain all of its Collateral used or useful in its business in good repair, working order and condition (normal wear and tear excepted and except as may be disposed of in the ordinary course of business and in accordance with the terms of the Loan Documents), (v) from time to time to make all necessary repairs, renewals and replacements to the Collateral; (vi) maintain and keep in full force and effect all material Permits and qualifications to do business and good standing in its jurisdiction of formation and each other jurisdiction in which the ownership or lease of property or the nature of its business makes such Permits or qualification necessary and in which failure to maintain such Permits or qualification could reasonably be expected to be, have or result in a Material Adverse Effect; (vii) remain in good standing and maintain operations in all jurisdictions in which it is currently located, except where the failure to remain in good standing or maintain operations would not reasonably be expected to be, have or result in a Material Adverse Effect, and (viii) maintain, comply with and keep in full force and effect all Intellectual Property and Permits necessary to conduct its business, except in each case where the failure to maintain, comply with or keep in full force and effect could not reasonably be expected to be, have or result in a Material Adverse Effect.

(b)Borrower shall keep, and cause each other Loan Party to keep, all property necessary in the business of Borrower or each other Loan Party in good working order and condition, ordinary wear and tear excepted.

(c)Borrower shall maintain, and cause each other Loan Party to maintain, with responsible insurance companies, such insurance coverage as shall be required by all laws, governmental regulations and court decrees and orders applicable to it and such other insurance, to such extent and against such hazards and liabilities, as is (i) customarily maintained by Persons operating in the same geographical region as Borrower that are (A) subject to CLIA and other applicable Health Care Laws, or (B) otherwise delivering to customers products or services similar to the Services (in each case, as determined by Agent in its reasonable discretion), and (ii) otherwise in form, substance, and amounts acceptable to Agent in its reasonable discretion; provided that in any event, such insurance shall, unless the Agent otherwise agrees, insure against all risks and liabilities of the type insured against as of the Closing Date and shall have insured amounts no less than, and deductibles no higher than, those amounts provided for as of the Closing Date. Upon request of Agent or any Lender, Borrower shall furnish to Agent or such Lender a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by Borrower and each other Loan Party. Borrower shall cause each issuer of an insurance policy to provide Agent with an endorsement (i) showing Agent as a lender’s loss payee with respect to each policy of property or casualty insurance and naming Agent as an additional insured with respect to each policy of liability insurance promptly upon request by Agent, (ii) providing that the insurance carrier will endeavor to give at least thirty (30) days’ prior written notice to Borrower and Agent (or ten (10) days’ prior written notice if the Agent consents to such shorter notice) before the termination or cancellation of the policy prior to the expiration thereof and (iii) reasonably acceptable in all other respects to Agent.

(d)Unless Borrower provides Agent with evidence of the continuing insurance coverage required by this Agreement, Agent (upon reasonable advance notice to Borrower) may purchase insurance at Borrower’s expense to protect Agent’s and Lenders’ interests in the Collateral. This insurance

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[Hooper Holmes] Amended and Restated Credit Agreement

shall protect Borrower’s and each other Loan Party’s interests. The coverage that Agent purchases shall pay any claim that is made against Borrower or any other Loan Party in connection with the Collateral. Borrower may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that Borrower has obtained the insurance coverage required by this Agreement. If Agent purchases insurance for the Collateral, as set forth above, Borrower will be responsible for the reasonable costs of that insurance, including interest and any other charges that may be imposed with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance, and such costs of the insurance may be added to the principal amount of the Loans owing hereunder.

6.4Compliance with Laws; Payment of Taxes and Liabilities.

(a)Comply, and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply would not reasonably be expected to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that no person who Controls a Loan Party is (i) listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a Person designated under Section 1(b), (c) or (d) or Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders; (c) without limiting clause (a) above, comply and cause each other Loan Party to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulations, (d) file, or cause to be filed, all federal, state, foreign and other tax returns and reports required by law to be filed by any Loan Party, and (e) pay, and cause each other Loan Party to pay, prior to delinquency, all foreign, federal, state and other taxes and other material governmental charges against it or any of its property, as well as material claims of any kind which, if unpaid, could become a Lien (other than a Permitted Lien) on any of its property; provided that the foregoing shall not require Borrower or any other Loan Party to pay any such tax, charge or claim so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP. For purposes of this Section 6.4, “Control” shall mean, when used with respect to any Person, (x) the direct or indirect beneficial ownership of fifty-one percent (51%) or more of the outstanding Equity Interests of such Person or (y) the power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

6.5[Reserved].

6.6Employee Benefit Plans.

Except to the extent that failure to do so would not be reasonably expected to result in (a) a Material Adverse Effect or (b) liability in excess of $100,000 of any Loan Party, maintain, and cause each other Loan Party to maintain, each Pension Plan (if any) in substantial compliance with all applicable requirements of law and regulations.

6.7Environmental Matters.

Except to the extent the failure to do so would not be reasonably expected to result in a Material Adverse Effect, if any release or disposal of Hazardous Substances shall occur or shall have occurred on any real property or any other assets of Borrower or any other Loan Party, cause, or direct the applicable Loan Party to cause, the prompt containment and removal of such Hazardous Substances and the remediation of such real property or other assets as is necessary to comply in all material respects with all Environmental Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, except to the extent the failure to do so would not be reasonably expected to result in a Material

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[Hooper Holmes] Amended and Restated Credit Agreement

Adverse Effect, Borrower shall, and shall cause each other Loan Party to, comply with each valid Federal or state judicial or administrative order requiring the performance at any real property by Borrower or any other Loan Party of activities in response to the release or threatened release of a Hazardous Substance.

6.8Further Assurances.

Take, and cause each other Loan Party to take, such actions as are necessary or as Agent or the Required Lenders may reasonably request from time to time to ensure that the Obligations of Borrower and each other Loan Party under the Loan Documents are secured by a perfected Lien in favor of Agent (subject only to the Permitted Liens) on substantially all of the assets of Borrower and each Subsidiary of Borrower (as well as all equity interests of each Subsidiary of Borrower) and guaranteed by all of the Subsidiaries of Borrower (including, promptly upon the acquisition or creation thereof, any Subsidiary of Borrower acquired or created after the Closing Date), in each case including (a) the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, Collateral Access Agreements, financing statements and other documents, and the filing or recording of any of the foregoing and (b) the delivery of certificated securities (if any) and other Collateral with respect to which perfection is obtained by possession but excluding (i) the requirement for the Loan Parties to execute and deliver leasehold mortgages, and (ii) any other Excluded Collateral as defined in the Guarantee and Collateral Agreement.

6.9Compliance with Health Care Laws.

(a)Without limiting or qualifying Section 6.4 or any other provision of this Agreement, Borrower will comply, and will cause each other Loan Party and each Subsidiary of Borrower to comply, in all material respects with all applicable Health Care Laws relating to the operation of such Person’s business, except where failure to comply would not reasonably be expected to have a Material Adverse Effect.

(b)Borrower will, and will cause each other Loan Party and each Subsidiary to:

(i)Keep in full force and effect all Authorizations required to operate such Person’s business under applicable Health Care Laws and maintain any other qualifications necessary to conduct, arrange for, administer, provide services in connection with or receive payment for all applicable Services, except to the extent such failure to keep in full force and effect or maintain would not reasonably be expected to have a Material Adverse Effect.

(ii)Promptly furnish or cause to be furnished to the Agent, with respect to matters that could reasonably be expected to have a Material Adverse Effect, (w) copies of all material reports of investigational/inspectional observations issued to and received by the Loan Parties or any of their Subsidiaries, and issued by any Governmental Authority relating to such Person’s business, (x) copies of all material establishment investigation/inspection reports (including, but not limited to, FDA Form 483’s) issued to and received by Loan Parties or any of their Subsidiaries and issued by any Governmental Authority, (y) copies of all material warnings and material untitled letters as well as other material documents received by Loan Parties or any of their Subsidiaries from the FDA, CMS, DEA, or any other Governmental Authority relating to or arising out of the conduct applicable to the business of the Loan Parties or any of their Subsidiaries that asserts past or ongoing lack of compliance with any Health Care Law or any other applicable foreign, federal, state or local law or regulation of similar import, and (z) notice of any material investigation or material audit or similar proceeding by the FDA, DEA, CMS, or any other Governmental Authority.

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[Hooper Holmes] Amended and Restated Credit Agreement

(iii)Promptly furnish or cause to be furnished to the Agent, with respect to matters that would reasonably be expected to have a Material Adverse Effect, (in such form as may be reasonably required by Agent) copies of all non-privileged, reports, correspondence, pleadings and other communications relating to any matter that could lead to the loss, revocation or suspension (or threatened loss, revocation or suspension) of any material Authorization or of any material qualification of any Loan Party or Subsidiary; provided that any internal reports to a Person’s compliance “hot line” which are promptly investigated and determined to be without merit need not be reported.

(iv)Promptly furnish or cause to be furnished to the Agent notice of all material fines or penalties imposed by any Governmental Authority under any Health Care Law against any Loan Party or any of its Subsidiaries.

(v)Promptly furnish or cause to be furnished to the Agent notice of all material allegations by any Governmental Authority (or any agent thereof) of fraudulent activities of any Loan Party or any of its Subsidiaries in relation to the provision of clinical research or related services.

Notwithstanding anything to the contrary in any Loan Document, no Loan Party or any of its Subsidiaries shall be required to furnish to Agent or any Lender patient-related or other information, the disclosure of which to Agent or such Lender is prohibited by any applicable law.

6.10Cure of Violations.

If there shall occur any breach of Section 6.9, Borrower shall take such commercially reasonable action as is necessary to validly challenge or otherwise appropriately respond to such fact, event or circumstance within any timeframe required by applicable Health Care Laws, and shall thereafter diligently pursue the same.

6.11Corporate Compliance Program.

Maintain, and will cause each other Loan Party to maintain on its behalf, a corporate compliance program reasonably acceptable to Agent. Until the Obligations have been Paid in Full, Borrower will modify such corporate compliance program from time to time (and cause the other Loan Parties and Subsidiaries to modify their respective corporate compliance programs) as may be reasonable to attempt to ensure continuing compliance in all material respects with all material applicable laws, ordinances, rules, regulations and requirements (including, in all applicable material respects, any material Health Care Laws). Borrower will permit Agent and/or any of its outside consultants to review such corporate compliance programs from time to time upon reasonable notice and during normal business hours of Borrower.

6.12Post-Closing Equity Raise.

No later than ninety (90) days after the Closing Date, furnish to Agent evidence that the Post-Closing Equity Raise has been completed.

6.13Deposit Accounts.

As it relates to those certain Deposit Accounts described on Schedule 7.14 hereto as being subject to the control of SCM in connection with the SCM Indebtedness (individually and collectively, the “SCM Controlled Accounts”), in the event the SCM Indebtedness is repaid or otherwise terminated and not

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[Hooper Holmes] Amended and Restated Credit Agreement

immediately replaced with a substantially equivalent line of credit as approved by Agent and that is subject to the Intercreditor Agreement (or any replacement intercreditor or subordination agreement in form and substance acceptable to Agent in its sole discretion) (an “Equivalent Credit Line”), Borrower shall, promptly upon Agent’s request, cause each such SCM Controlled Account to be subject to an Account Control Agreement reasonably acceptable to Agent.

Section 7Negative Covenants.

Until all Obligations have been Paid in Full, Borrower agrees that, unless at any time Agent shall otherwise expressly consent in writing, in its sole discretion, it will:

7.1Debt.

Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except:

(a)Obligations under this Agreement and the other Loan Documents;

(b)the SCM Indebtedness or any Equivalent Credit Line; provided that the aggregate principal amount of all such SCM Indebtedness or an Equivalent Credit Line at any time outstanding shall not exceed the amount permitted under the Intercreditor Agreement;

(c)Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $100,000;

(d)Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation;

(e)Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business, or (iii) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(f)Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business;

(g)Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e);

(h)Debt described on Schedule 7.1 as of the Closing Date, and any extension or renewal thereof so long (i) as the principal amount thereof is not increased, (ii) as the terms and conditions of such extension, renewal or refinancing are substantially identical to the original Debt, (iii) as to such extension or renewal, no collateral or other form of security is granted by Borrower in connection therewith; and

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[Hooper Holmes] Amended and Restated Credit Agreement

(i)unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $100,000.

7.2Liens.

Not, and not permit any other Loan Party to, create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:

(a)Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and with respect to which no execution or other enforcement has occurred;

(b)Liens arising in the ordinary course of business (including without limitation (i) Liens of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA that secure an amount in excess of $250,000) or in connection with surety bonds, bids, tenders, performance bonds, trade contracts not for borrowed money, licenses, statutory obligations and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP and with respect to which no execution or other enforcement of which is effectively stayed;

(c)Liens described on Schedule 7.2 as of the Closing Date (other than Liens being released at the closing under this Agreement) and the replacement, extension or renewal of any Lien permitted by this clause (c) upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof);

(d)Subject to the limitation set forth in Section 7.1(c), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring or improving such property; provided that any such Lien attaches to such property within ninety (90) days of the acquisition or improvement thereof and attaches solely to the property so acquired or improved, and (iii) the replacement, extension or renewal of a Lien permitted by one of the foregoing clauses (i) or (ii) in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof);

(e)Liens relating to litigation bonds and attachments, appeal bonds, judgments and other similar Liens arising in connection with any judgment or award that is not an Event of Default hereunder;

(f)easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of Borrower or any Subsidiary;

(g)Liens arising under the Loan Documents;

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[Hooper Holmes] Amended and Restated Credit Agreement

(h)any interest or title of a licensor, sublicensor, lessor or sublessor under any license, lease, sublicense or sublease agreement to the extent limited to the item licensed or leased;

(i)(i)    Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) customary set off rights of deposit banks with respect to deposit accounts maintained at such deposit banks or which are contained in standard agreements for the opening of an account with a bank;

(j)Liens arising from precautionary filings of financing statements under the Uniform Commercial Code or similar legislation of any applicable jurisdiction in respect of operating leases permitted hereunder and entered into by a Loan Party in the ordinary course of business;

(k)Liens attaching to cash earnest money deposits in connection with any letter of intent or purchase agreement permitted hereunder or other post-closing escrows or holdbacks;

(l)Liens incurred with respect to Hedging Obligations incurred for bona fide hedging purposes and not for speculation;

(m)Liens to secure obligations of a Loan Party to another Loan Party;

(n)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; and

(o)Liens securing the SCM Indebtedness in accordance with this Agreement and the Intercreditor Agreement.

7.3Dividends; Redemption of Equity Interests.

Not (a) declare, pay or make any dividend or distribution on any Equity Interests or other securities or ownership interests, (b) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any Equity Interests or other securities or interests or of any options to purchase or acquire any of the foregoing, (c) otherwise make any payments, dividends or distributions to any member, manager, managing member, stockholder, director or other equity owner in such Person’s capacity as such other than in compliance with Section 7.7 hereof, or (d) make any payment of any management, service or related or similar fee to any Affiliate or holder of Equity Interests of Borrower other than in compliance with Section 7.7 hereof.

7.4Mergers; Consolidations; Asset Sales.

(a)Not be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion, nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its reasonable discretion.

(b)Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its real or personal property assets or Equity Interests, except for (i) sales of inventory in the ordinary course of business for at least fair market value, (ii) transfers, destruction or other disposition of obsolete or worn-out assets in the ordinary course of business and (iii) any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors of Borrower) so

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[Hooper Holmes] Amended and Restated Credit Agreement

long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (iii), (iv) sales and dispositions to Loan Parties, (v) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (vi) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vii) Liens expressly permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) or 7.10, (viii) sales or issuances of Equity Interests by Borrower, (ix) issuances of Equity Interests by any Loan Party to any other Loan Party, (x) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (xi) a cancellation of any intercompany Debt among the Loan Parties, (xii) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, (xiii) sales and dispositions among Subsidiaries of Borrower, and (xiv) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged.

(c)Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses or other strategic transactions with third parties executed (i) in the ordinary course of a Loan Party’s business, (ii) on an arms-length basis and (iii) prior to the occurrence of an Event of Default.

7.5Modification of Organizational Documents.

Not permit the charter, by-laws or other organizational documents of Borrower or any other Loan Party to be amended or modified in any way which could reasonably be expected to materially and adversely affect the interests of Agent or any Lender. An amendment to Borrower’s certificate of incorporation to increase Borrower’s authorized capital stock shall not be deemed to adversely affect the interests of Agent or any Lender.

7.6Use of Proceeds.

Use the proceeds of the Loans, solely for paying off the Prior Debt, for payment of the consideration for the transactions described in Section 4.10 above, working capital, for fees and expenses related to the negotiation, execution, delivery and closing of this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby and for other general business purposes of Borrower and its Subsidiaries, and not use any proceeds of any Loan or permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.

7.7Transactions with Affiliates.

Not, and not permit any other Loan Party to, enter into, or cause, suffer or permit to exist any transaction, arrangement or contract with any of its other Affiliates, which is on terms which are less favorable than are obtainable from any Person which is not one of its Affiliates, other than (i) reasonable compensation and indemnities to, benefits for, reimbursement of expenses of, and employment arrangements with, officers, employees and directors in the ordinary course of business, (ii) transactions among Loan Parties and (iii) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.7.

7.8Inconsistent Agreements.

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[Hooper Holmes] Amended and Restated Credit Agreement

Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or the SCM Loan Documents or any loan documents governing an Equivalent Credit Line as approved by Agent and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.

7.9Business Activities.

Not, and not permit any other Loan Party to, engage in any line of business other than the businesses engaged in on the Closing Date and businesses reasonably related thereto. Not, and not permit any other Loan Party to, issue any Equity Interest other than (a) Equity Interests of Borrower that do not require any cash dividends or other cash distributions to be made prior to the Obligations being Paid in Full, (b) any issuance by a Subsidiary to Borrower or another Subsidiary in accordance with Section 7.4 or Section 7.10, or (c) any issuance of directors’ qualifying shares as required by applicable law.

7.10Investments.

Not, and not permit any other Loan Party to, make or permit to exist any Investment in any other Person, except the following:

(a)The creation of any Wholly-Owned Subsidiary and contributions by Borrower to the capital of any Wholly-Owned Subsidiary of Borrower, so long as the recipient of any such contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its equity interests and substantially all of its real and personal property, in each case in accordance with Section 6.8;

(b)Cash Equivalent Investments;

(c)bank deposits in the ordinary course of business;

(d)Investments listed on Schedule 7.10 as of the Closing Date, together with any roll-over or reinvestment of such Investment(s);

(e)any purchase or other acquisition by Borrower or any Wholly-Owned Subsidiary of Borrower of the assets or equity interests of any Subsidiary of Borrower;

(f)transactions among Loan Parties permitted by Section 7.4;

(g)Hedging Obligations permitted under Section 7.1(d);

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[Hooper Holmes] Amended and Restated Credit Agreement

(h)(i) advances given to employees and directors in the ordinary course of business and (ii) other emergency or special circumstance advances given to employees not to exceed in the case of clauses (i) and (ii) taken together $100,000 in the aggregate outstanding at any time;

(i)lease, utility and other similar deposits made in the ordinary course of business and trade credit extended in the ordinary course of business;

(j)Investments consisting of the non-cash portion of the consideration received in respect of Dispositions permitted hereunder;

(k)Investments resulting from or otherwise constituting Acquisitions not to exceed $100,000 in the aggregate during any calendar year of the term of this Loan; provided that for purposes of calculating such aggregate annual Investments during any calendar year, such calculation shall exclude (i) any payments made by or on behalf of Borrower based solely on actual sales, revenues or other income-related metrics, (ii) any payments to be made in relation to such Investment after the Maturity Date and (iii) any payments made during such calendar year in relation to Products in existence as of the Closing Date and/or Investments made by Borrower prior to the Closing Date;

(l)Investments permitted by Borrower or any Loan Party as a result of the receipt of insurance and/or condemnation proceeds in accordance with the Loan Documents; and

(m)Investments (i) received as a result of the bankruptcy or reorganization of any Person or taken in settlement of or other resolution of claims or disputes or (ii) in securities of customers and suppliers received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and bona fide disputes with, customers and suppliers, and, in each case, extensions, modifications and renewals thereof.

7.11Restriction of Amendments to Certain Documents.

Not, nor permit any Loan Party to, amend or otherwise modify in any material manner or waive any rights under, any provisions of (i) the SCM Indebtedness or any Equivalent Credit Line, nor enter into any Equivalent Credit Line, in each case without the prior written consent of Agent, which consent will be conditioned upon, among such other items as Agent may reasonably request (except that the terms of the SCM Indebtedness or any such Equivalent Credit Line may be amended, modified or otherwise waived to the extent permitted under the Intercreditor Agreement or any replacement intercreditor agreement two which Agent is a party, or (ii) any of the Material Contracts (or any replacements thereof) set forth on Schedule 7.11 hereto (as such schedule may be updated by Agent from time to time to include any material contracts, licenses, agreements or similar arrangements to those described on such Schedule as of the Closing Date that are entered into by a Loan Party from time to time after the Closing Date) other than amendments, waivers, consents and other similar modifications entered into in the ordinary course of business.

7.12Fiscal Year.

Not change its Fiscal Year.

7.13Financial Covenants

7.13.1Consolidated Unencumbered Liquid Assets.

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[Hooper Holmes] Amended and Restated Credit Agreement

Not permit the Consolidated Unencumbered Liquid Assets as of the last day of the Fiscal Quarter ending June 30, 2017 to be less than $500,000, as of the last day of the Fiscal Quarter ending September 30, 2017 to be less than $750,000, and as of the end of the last day of any Fiscal Quarter thereafter to be less than $1,000,000.

7.13.2Minimum Aggregate Revenue.

Not permit the Aggregate Revenue for the applicable period of measure set forth below ending on the last Business Day of any Fiscal Quarter (designated by “Q” in the table below) to be less than the applicable amount set forth in the table below for such period.

	Minimum LTM Aggregate Revenue(in millions of Dollars) as of the end of:
Three (3) consecutive month period ending Q2 2017	Six (6) consecutive month period ending Q3 2017	Nine (9) consecutive month period ending Q4 2017	Twelve (12) consecutive month period ending Q1 2018	Twelve (12) consecutive month period ending Q2 2018	Twelve (12) consecutive month period ending Q3 2018	Twelve (12) consecutive month period ending Q4 2018	Twelve (12) consecutive month period ending Q1 2019 and each Fiscal Quarter thereafter
$10.5	$26.0	$53.0	$69.0	$70.0	$71.0	$74.0	$75.0

7.13.3Minimum EBITDA.

Not permit the EBITDA of Borrower, on a consolidated basis, for the twelve (12) consecutive month period ending on the last Business Day of any Fiscal Quarter (designated by “Q” in the table below) to be less than the applicable amount set forth in the table below for such period.

Minimum EBITDA (in millions of Dollars) as of the end of:
Q4 2017	$3.0
Q1 2018	$5.0
Q2 2018	$5.2
Q3 2018	$6.0
Q4 2018	$8.0
Q1 2019 and thereafter	$9.0

7.14Deposit Accounts.

Not, and not permit any other Loan Party, to maintain or establish any new Deposit Accounts other than (a) the Deposit Accounts set forth on Schedule 7.14(which Deposit Accounts constitute all of the Deposit Accounts, securities accounts or other similar accounts maintained by the Loan Parties as of the

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[Hooper Holmes] Amended and Restated Credit Agreement

Closing Date) without prior written notice to Agent and unless Agent, Borrower or such other applicable Loan Party and the bank or other financial institution at which the account is to be opened after the Closing Date enter into a tri-party deposit account control agreement, in form and substance reasonably satisfactory to Agent, regarding such Deposit Account pursuant to which each of such bank and the applicable Loan Party acknowledges the security interest and control of Agent in such account and agrees to limit its set-off rights with respect thereto, and (b) Exempt Accounts.

7.15Subsidiaries.

Not, and not permit any other Loan Party to, in each case without the prior written consent of Agent in its sole discretion, establish or acquire any Subsidiary unless (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) such Subsidiary shall have assumed and joined each Loan Document as a Loan Party pursuant to documentation acceptable to Agent in its sole discretion and (iii) all other Loan Parties shall have reaffirmed all Obligations as well as all representations and warranties under the Loan Documents (except to the extent such representations and warranties specifically relate to a prior date only).

7.16Regulatory Matters.

To the extent that any of the following would reasonably be expected to result in a Material Adverse Effect, not, and not permit any other Loan Party to, (i) make, and use commercially reasonable efforts to not permit any officer, employee or agent of any Loan Party to make, any untrue statement of material fact or fraudulent statement to the FDA or any Governmental Authority; fail to disclose a material fact required to be disclosed to the FDA or any Governmental Authority; or commit a material act, make a material statement, or fail to make a statement in breach of CLIA or that could otherwise reasonably be expected to provide the basis for CMS or any Governmental Authority to undertake action against such Loan Party, (ii) conduct any clinical studies in the United States or sponsor the conduct of any clinical research in the United States, (iii) introduce into commercial distribution any FDA Products which are, upon their shipment, adulterated or misbranded in violation of 21 U.S.C. § 331, (iv) make, and use commercially reasonable efforts to not permit any officer, employee or agent of any Loan Party to make, any untrue statement of material fact or fraudulent statement to the FDA or any other Governmental Authority; fail to disclose a material fact required to be disclosed to the FDA or any other Governmental Authority; or commit a material act, make a material statement, or fail to make a statement in breach of the FD&C Act or that could otherwise reasonably be expected to provide the basis for the FDA or any other Governmental Authority to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” as set forth in 56 Fed. Reg. 46191 (September 10, 1991), or (v) otherwise incur any material liability (whether actual or contingent) for failure to comply with Health Care Laws.

7.17Name; Permits; Dissolution; Insurance Policies; Disposition of Collateral; Taxes; Trade Names.

Borrower shall not, nor shall it permit any Loan Party to, (a) change its jurisdiction of organization or change its corporate name without thirty (30) calendar days prior written notice to Agent, (b) amend, alter, suspend, terminate or make provisional in any material way, any Permit, the suspension, amendment, alteration or termination of which could reasonably be expected to be, have or result in a Material Adverse Effect without the prior written consent of Agent, which consent shall not be unreasonably withheld, (c) wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking or that would result in any of the foregoing, (d) amend, modify, restate or change any insurance policy in a manner adverse to Agent or Lenders, (e) engage, directly or indirectly, in any business other than

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[Hooper Holmes] Amended and Restated Credit Agreement

the business it is engaged in on the Closing Date after giving effect to the Provant Merger and/or sell all or any material portion of its assets without Agent’s prior written approval in its sole discretion, (f) change its federal tax employer identification number or similar tax identification number under the relevant jurisdiction or establish new or additional trade names without providing not less than thirty (30) days advance written notice to Agent, or (g) revoke, alter or amend any Tax Information Authorization (on IRS Form 8821 or otherwise) or other similar authorization mandated by the relevant Government Authority given to any Lender.

7.18Truth of Statements.

Borrower shall not knowingly furnish to Agent or any Lender any certificate or other document that contains any untrue statement of a material fact or that omits to state a material fact necessary to make it not misleading in light of the circumstances under which it was furnished.

Section 8Events of Default; Remedies.

8.1Events of Default.

Each of the following shall constitute an Event of Default under this Agreement:

8.1.1Non-Payment of Credit.

(a) Default in the payment when due of the principal of any Loan; (b) default in the payment of any Revenue-Based Payment on or before the applicable Payment Date or, if there is any good faith dispute as to the amount of any Revenue-Based Payment required to be paid with respect to any Fiscal Quarter, failure by Borrower, upon final resolution of such dispute (by agreement or non-appealable judgment of a New York Court) to pay within fifteen (15) days after such final resolution the amount of any such Revenue-Based Payment determined to be payable by it and not previously paid or (c) without duplication of clause (b) hereof, default, and continuance thereof for five (5) Business Days, in the payment when due of any interest, fee, or other amount payable by any Loan Party hereunder or under any other Loan Document.

8.1.2Default Under Other Debt.

Any default shall occur under the terms applicable to any Debt of any Loan Party (excluding the Obligations) in an aggregate principal amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding $250,000 and such default shall (a) consist of the failure to pay such Debt when due (after giving effect to applicable grace periods), whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require Borrower or any other Loan Party to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity.

8.1.3Bankruptcy; Insolvency.

(a)Any Loan Party shall (i) be unable to pay its debts generally as they become due, (ii) file or have filed against it a petition under any insolvency statute that is not removed within sixty (60) days, (iii) make a general assignment for the benefit of its creditors, (iv) commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property or shall otherwise be dissolved or liquidated, or (v) make an application or commence a

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[Hooper Holmes] Amended and Restated Credit Agreement

proceeding seeking reorganization or liquidation or similar relief under any Debtor Relief Law or any other applicable law; or

(b) (i) a court of competent jurisdiction shall (A) enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of any Loan Party or the whole or any substantial part of any of Loan Party’s properties, which shall continue unstayed and in effect for a period of sixty (60) calendar days, (B) approve a petition or claim filed against any Loan Party seeking reorganization, liquidation, appointment of a receiver, interim receiver, liquidator, conservator, trustee or special manager or similar relief under the any Debtor Relief Law or any other applicable law, which is not dismissed within sixty (60) calendar days or, (C) under the provisions of any Debtor Relief Law or other applicable law or statute, assume custody or control of any Loan Party or of the whole or any substantial part of any of Loan Party’s properties, which is not irrevocably relinquished within sixty (60) calendar days, or (ii) there is commenced against any Loan Party any proceeding or petition seeking reorganization, liquidation or similar relief under any Debtor Relief Law or any other applicable law or statute, which (A) is not unconditionally dismissed within sixty (60) calendar days after the date of commencement, or (B) is with respect to which Borrower takes any action to indicate its approval of or consent.

8.1.4Non-Compliance with Loan Documents.

(a) Failure by Borrower to comply with or to perform any covenant set forth in Section 7; or (b) failure by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document applicable to it (and not constituting an Event of Default under any other provision of this Section 8) and continuance of such failure described in this clause (b) for thirty (30) days after the earlier of any Loan Party becoming aware of such failure or notice thereof to Borrower from Agent or any Lender.

8.1.5Representations; Warranties.

Any representation or warranty made by any Loan Party herein or any other Loan Document is false or misleading in any material respect when made, or any schedule, certificate, financial statement, report, notice or other writing furnished by any Loan Party to Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.

8.1.6Pension Plans.

(a) Institution of any steps by any Person to terminate a Pension Plan if as a result of such termination any Loan Party or any member of the Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in excess of $250,000; (b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 303(k) of ERISA securing obligations in excess of $250,000; or (c) there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without un-accrued interest) to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding withdrawal liability that Borrower or any other Loan Party or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $250,000.

8.1.7Judgments.

Final judgments which exceed an aggregate of $250,000 (to the extent not adequately covered by insurance as to which the insurance company has not disclaimed liability (provided

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[Hooper Holmes] Amended and Restated Credit Agreement

that customary “reservation of rights” letters shall not be deemed to be disclaimers of liability)) shall be rendered against any Loan Party and shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal within sixty (60) calendar days after entry or filing of such judgments.

8.1.8Invalidity of Loan Documents or Liens.

(a)Any Loan Document shall cease to be in full force and effect otherwise in accordance with its express terms that results in a material diminution of the rights and remedies afforded to Agent and/or Lenders or any other secured parties thereunder; (b) any Loan Party (or any Person by, through or on behalf of any Loan Party) shall contest in any manner the validity, binding nature or enforceability of any Loan Document; or (c) any Lien created pursuant to any Loan Document ceases to constitute a valid first priority perfected Lien (subject to Permitted Liens) on any material portion of the Collateral in accordance with the terms thereof, or Agent ceases to have a valid perfected first priority security interest (subject to Permitted Liens) in any material portion of the Collateral pledged to Agent, for the benefit of Lenders, pursuant to the Collateral Documents.

8.1.9Invalidity of Subordination Provisions.

Any subordination provision in any document or instrument governing the SCM Indebtedness or any Equivalent Credit Line or any subordination provision in the Intercreditor Agreement or replacement Intercreditor Agreement entered into in connection with an Equivalent Credit Line, or any subordination provision in any guaranty by any Loan Party of the SCM Indebtedness or any Equivalent Credit Line, shall cease to be in full force and effect other than as a result of any payment of the SCM Indebtedness or any Equivalent Credit Line permitted hereunder, or any Loan Party shall contest in any manner the validity, binding nature or enforceability of any such provision.

8.1.10Change of Control.

A Change of Control not otherwise permitted pursuant to Section 7.4 above shall occur.

8.1.11Certificate Withdrawals, Adverse Test or Audit Results, and Other Matters.

(a) The institution of any proceeding by FDA, CMS, or any other Governmental Authority to order the withdrawal of any Product or Product category or Service or Service category from the market or to enjoin Borrower or any of its Subsidiaries from manufacturing, marketing, selling, distributing, or otherwise providing any Product or Product category or Service or Service category that could reasonably be expected to have a Material Adverse Effect, (b) the institution of any action or proceeding by DEA, FDA, CMS, or any other Governmental Authority to revoke, suspend, reject, withdraw, limit, or restrict any Required Permit held by Borrower or any of its Subsidiaries or any of their representatives, which, in each case, could reasonably be expected to have a Material Adverse Effect, (c) the commencement of any enforcement action against Borrower or any of its Subsidiaries by DEA, FDA, CMS, or any other Governmental Authority that could reasonably be expected to have a Material Adverse Effect, (d) the recall of any Products or Service from the market, the voluntary withdrawal of any Products or Service from the market, or actions to discontinue the sale of any Products or Service that could reasonably be expected to have a Material Adverse Effect, (e) the occurrence of adverse test, audit, or inspection results in connection with a Product or Service which could reasonably be expected to have a Material Adverse Effect, or (f) the occurrence of any event described in clauses (a) through (e) above that would otherwise cause Borrower to be excluded from participating in any federal, provincial, state or local health care programs under Section 1128 of the Social Security Act or any similar law or regulation.

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[Hooper Holmes] Amended and Restated Credit Agreement

8.2Remedies.

(a)If any Event of Default described in Section 8.1.3 shall occur, the Loans and all other Obligations shall become immediately due and payable without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, Agent may, and upon the written request of Required Lenders shall, declare all or any part of the Loans and other Obligations to be due and payable, whereupon the Loans and other Obligations shall become immediately due and payable (in whole or in part, as applicable), all without presentment, demand, protest or notice of any kind. Agent shall use commercially reasonable efforts to promptly advise Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration.

(b)In addition to the acceleration provisions set forth in Section 8.2(a) above, upon the occurrence and continuation of an Event of Default, Agent may (or shall at the request of Required Lenders) exercise any and all rights, options and remedies provided for in any Loan Document, under the Uniform Commercial Code, any other applicable foreign or domestic laws or otherwise at law or in equity, including, without limitation, the right to (i) apply any property of Borrower held by Agent to reduce the Obligations, (ii) foreclose the Liens created under the Loan Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged, with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as Borrower might exercise, (v) collect and send notices regarding the Collateral, with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at which Collateral and/or pledged securities are located, or render any of the foregoing unusable or dispose of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities, or other sums, and Borrower shall not resist or interfere with such action, (vii) at Borrower’s expense, require that all or any part of the Collateral be assembled and made available to Agent, for the benefit of Lenders, or Required Lenders at any place reasonably designated by Required Lenders in their sole discretion and/or relinquish or abandon any Collateral or securities pledged or any Lien thereon.

(c)The enumeration of any rights and remedies in any Loan Document is not intended to be exhaustive, and all rights and remedies of Agent and Lenders described in any Loan Document are cumulative and are not alternative to or exclusive of any other rights or remedies which Agent and Lenders otherwise may have. The partial or complete exercise of any right or remedy shall not preclude any other further exercise of such or any other right or remedy.

(d)Notwithstanding any provision of any Loan Document, Agent, in its sole discretion shall have the right, but not any obligation, at any time that Loan Parties fail to do so, subject to any applicable cure periods permitted by or otherwise set forth in the Loan Documents, and from time to time, without prior notice, to: (i) discharge (at Borrower’s expense) taxes or Liens affecting any of the Collateral that have not been paid in violation of any Loan Document or that jeopardize Agent’s Lien priority in the Collateral; or (ii) make any other payment (at Borrower’s expense) for the administration, servicing, maintenance, preservation or protection of the Collateral (each such advance or payment set forth in clauses (i) and (ii) herein, a “Protective Advance”). Agent shall be reimbursed for all Protective Advances pursuant to Section 2.9.1(b) and/or Section 2.10, as applicable, and any Protective Advances shall bear interest at the Default Rate from the date such Protective Advance is paid by Agent until it is repaid. No Protective Advance by Agent shall be construed as a waiver by Agent, or any Lender of any Default, Event of Default or any of the rights or remedies of Agent or any Lender under any Loan Document.

Section 9Agent.

9.1Appointment; Authorization.

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[Hooper Holmes] Amended and Restated Credit Agreement

Each Lender hereby irrevocably appoints, designates and authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent.

9.2Delegation of Duties.

Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.

9.3Limited Liability.

None of Agent or any of its directors, officers, employees or agents shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct as determined by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender for any recital, statement, representation or warranty made by any Loan Party or Affiliate of any Loan Party, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of any Loan Party or any other party to any Loan Document to perform its Obligations hereunder or thereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or Affiliate of any Loan Party.

9.4Reliance.

Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of Required Lenders (or all Lenders if expressly required hereunder) as it deems appropriate and, if it so requests, confirmation from Lenders of their obligation to indemnify Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Required Lenders (or all Lenders if expressly required hereunder) and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender.

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[Hooper Holmes] Amended and Restated Credit Agreement

9.5Notice of Default.

Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Default except with respect to defaults in the payment of principal, interest and fees required to be paid to Agent for the account of Lenders, unless Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Event of Default or Default and stating that such notice is a “notice of default”. Agent will notify Lenders of its receipt of any such notice or any such default in the payment of principal, interest and fees required to be paid to Agent for the account of Lenders. Agent shall take such action with respect to such Event of Default or Default as may be requested by Required Lenders in accordance with Section 8.2; provided that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Default as it shall deem advisable or in the best interest of Lenders.

9.6Credit Decision.

Each Lender acknowledges that Agent has not made any representation or warranty to it, and that no act by Agent hereafter taken, including any review of the affairs of Borrower and the other Loan Parties, shall be deemed to constitute any representation or warranty by Agent to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly herein required to be furnished to Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of any Loan Party which may come into the possession of Agent.

9.7Indemnification.

Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand Agent and its directors, officers, employees and agents (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), based on such Lender’s Pro Rata Share, from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs, except to the extent any thereof result from the applicable Person’s own gross negligence or willful misconduct, as determined by a court of competent jurisdiction. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for its ratable share of any costs or out‑of‑pocket expenses (including Legal Costs) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 9.7 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or modification, release or discharge of, any or all of the Collateral Documents, termination of this Agreement and the resignation or replacement of Agent.

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[Hooper Holmes] Amended and Restated Credit Agreement

9.8Agent Individually.

SWK and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any Loan Party and any Affiliate of any Loan Party as though SWK were not Agent hereunder and without notice to or consent of any Lender. Each Lender acknowledges that, pursuant to such activities, SWK or its Affiliates may receive information regarding Loan Parties or their Affiliates (including information that may be subject to confidentiality obligations in favor of any such Loan Party or such Affiliate) and acknowledge that Agent shall be under no obligation to provide such information to them. With respect to their Loans (if any), SWK and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though SWK were not Agent, and the terms “Lender” and “Lenders” include SWK and its Affiliates, to the extent applicable, in their individual capacities.

9.9Successor Agent.

Agent may resign as Agent at any time upon 30 days’ prior notice to Lenders and Borrower (unless during the existence of an Event of Default such notice is waived by Required Lenders). If Agent resigns under this Agreement, Required Lenders shall, with (so long as no Event of Default exists) the consent of Borrower (which shall not be unreasonably withheld or delayed), appoint from among Lenders a successor agent for Lenders. If no successor agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, on behalf of, and after consulting with Lenders and (so long as no Event of Default exists) Borrower, a successor agent from among Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent becomes effective, the provisions of this Section 9 and Sections 10.4 and 10.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Agent hereunder until such time, if any, as Required Lenders appoint a successor agent as provided for above; provided that in the case of any collateral security held by Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue so to hold such collateral security until such time as a successor Agent is appointed and the provisions of this Section 9 and Sections 10.4 and 10.5 shall continue to inure to its benefit so long as retiring Agent shall continue to so hold such collateral security. Upon the acceptance of a successor’s appointment as Agent hereunder, the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents in respect of the Collateral.

9.10Collateral and Guarantee Matters.

Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Guarantee and Collateral Agreement

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(i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 7.1). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 9.10.

Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 10.1, if directed to do so in writing by Required Lenders.

In furtherance of the foregoing, Agent agrees to execute and deliver to Borrower, at Borrower’s expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release that occurs pursuant to terms of this Section 9.10.

9.11SCM Indebtedness and Equivalent Credit Line Intercreditor Agreement.

Each Lender hereby irrevocably appoints, designates and authorizes Agent to enter into the Intercreditor Agreement, on its behalf and to take such action on its behalf under the provisions of any such agreement (subject to the last sentence of this Section 9.11). Each Lender further agrees to be bound by the terms and conditions of the Intercreditor Agreement. Each Lender hereby authorizes Agent to issue blockages notices in connection with the SCM Indebtedness and/or any Equivalent Credit Lien and the Intercreditor Agreement, or any replacement intercreditor agreement, at the direction of Required Lenders (it being agreed and understood that Agent will not act unilaterally to issue such blockage notices).

9.12Actions in Concert.

For the sake of clarity, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement, the Notes or any other Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of Agent and Required Lenders, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement, the Notes and the other Loan Documents shall be taken in concert and at the direction or with the consent of Agent or Required Lenders.

Section 10Miscellaneous.

10.1Waiver; Amendments.

(a)Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any of the other Loan Documents (including without limitation, the Intercreditor Agreement) shall in any event be effective unless the same shall be in writing and signed by Borrower and the applicable Loan Party (with respect to Loan Documents to which Borrower or such Loan Party is a party), by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in

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[Hooper Holmes] Amended and Restated Credit Agreement

the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:

(i)no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided that Required Lenders may rescind an imposition of default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder or under the other Loan Documents; and

(ii)no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower and the applicable Loan Party (with respect to Loan Documents to which Borrower or such Loan Party is a party), do any of the following: (A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section 2.10.2, or (E) reduce the aggregate Pro Rata Shares required to effect any amendment, modification, waiver or consent under the Loan Documents.

(b)No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower, the applicable Loan Parties, and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9), under this Agreement or any other Loan Document.

(c)No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy.

10.2Notices.

All notices hereunder shall be in writing (including via electronic mail) and shall be sent to the applicable party at its address shown on Annex II or at such other address as such party may, by written notice received by the other parties, have designated as its address for such purpose. Notices sent by electronic mail transmission shall be deemed to have been given when sent if sent during regular business hours on a Business Day, otherwise, such deemed delivery will be effective as of the next Business Day; notices sent by mail shall be deemed to have been given five (5) Business Days after the date when sent by registered or certified mail, first class postage prepaid; and notices sent by hand delivery or overnight courier service shall be deemed to have been given when received. Borrower, Agent and Lenders each hereby acknowledge that, from time to time, Agent, Lenders and Borrower may deliver information and notices using electronic mail.

10.3Computations.

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[Hooper Holmes] Amended and Restated Credit Agreement

Unless otherwise specifically provided herein, any accounting term used in this Agreement (including in Section 7.13 or any related definition) shall have the meaning customarily given such term in accordance with GAAP, and all financial computations (including pursuant to Section 7.13 and the related definitions, and with respect to the character or amount of any asset or liability or item of income or expense, or any consolidation or other accounting computation) hereunder shall be computed in accordance with GAAP consistently applied; provided that if Borrower notifies Agent that Borrower wishes to amend any covenant in Section 7.13 (or any related definition) to eliminate or to take into account the effect of any change in GAAP on the operation of such covenant (or if Agent notifies Borrower that Required Lenders wish to amend Section 7.13 (or any related definition) for such purpose), then Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant (or related definition) is amended in a manner satisfactory to Borrower and Required Lenders. The explicit qualification of terms or computations by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any Debt or other liabilities of any Loan Party or any Subsidiary at “fair value”, as defined therein.

10.4Costs; Expenses.

Borrower agrees to pay on demand the reasonable, out-of-pocket costs and expenses of (a) Agent (including Legal Costs) in connection with (i) the preparation, execution, syndication and delivery (including perfection and protection of Collateral) of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith, (ii) the administration of the Loans and the Loan Documents, and (iii) any proposed or actual amendment, supplement or waiver to any Loan Document, and (b) Agent and Lenders (including Legal Costs) in connection with the collection of the Obligations and enforcement of this Agreement, the other Loan Documents or any such other documents. In addition, Borrower agrees to pay and to save Agent and Lenders harmless from all liability for, any fees of Borrower’s auditors in connection with any reasonable exercise by Agent and Lenders of their rights pursuant to and to the extent provided in Section 6.2. All Obligations provided for in this Section 10.4 shall survive repayment of the Loans, cancellation of the Notes, and termination of this Agreement.

10.5Indemnification by Borrower.

In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to any act or omission of any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or

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[Hooper Holmes] Amended and Restated Credit Agreement

remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except in any event to the extent any such Indemnified Liabilities result from the applicable Lender Party’s own gross negligence or willful misconduct or breach of contract, each as finally determined by a court of competent jurisdiction in a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.

10.6Marshaling; Payments Set Aside.

Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower makes a payment or payments to Agent or any Lender, or Agent or any Lender enforces its Liens or exercises its rights of set-off, and such payment or payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such Lender.

10.7Nonliability of Lenders.

The relationship between Borrower on the one hand and Lenders and Agent on the other hand shall be solely that of borrower and lender. Neither Agent nor any Lender shall have any fiduciary responsibility to Borrower. Neither Agent nor any Lender undertakes any responsibility to Borrower to review or inform Borrower of any matter in connection with any phase of Borrower’s business or operations. To the fullest extent permitted under applicable law, execution of this Agreement by Borrower constitutes a full, complete and irrevocable release of any and all claims which Borrower may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject matter of this Agreement and the other Loan Documents. Neither Agent nor any Lender shall have any liability with respect to, and Borrower hereby, to the fullest extent permitted under applicable law, waives, releases and agrees not to sue for, any special, indirect, punitive or consequential damages or liabilities.

10.8Assignments.

10.8.1Assignments.

(a)Any Lender may at any time assign to one or more Persons (other than a Loan Party and their respective Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of Agent, and, so long as no Default or Event of Default has occurred and is continuing, Borrower (which consents shall not be unreasonably withheld or delayed) provided such consents shall not be required (i) from Borrower for an assignment by a Lender to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, (ii) from Borrower or Agent

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for an assignment by SWK Funding LLC, as a Lender, to any Person for which SWK Advisors LLC acts as an investment advisor (or any similar type of representation or agency) pursuant to a written agreement or (iii) from Borrower or Agent for an assignment by a Lender to an Affiliate of a Lender or an Approved Fund of a Lender). Except as Agent may otherwise agree, any such assignment (other than any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the Commitment or the principal amount of the Loan being assigned. Borrower and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid by the Lender to whom such interest is assigned; provided that no such fee shall be payable in connection with any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender.

(b)From and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, Borrower shall execute and deliver to Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a Note in the principal amount of the Assignee’s Pro Rata Share (and, as applicable, a Note in the principal amount of the Pro Rata Share retained by the assigning Lender). Each such Note shall be dated the effective date of such assignment. Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to Borrower any prior Note held by it.

(c)Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in the United States a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender, and the Commitments of, and principal amount of the Loans owing to, such Lender pursuant to the terms hereof. The entries in such register shall be, in the absence of manifest error, conclusive, and Borrower, Agent and Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be available for inspection by Borrower and any Lender, at any reasonable time upon reasonable prior notice to Agent.

(d)Notwithstanding the foregoing provisions of this Section 10.8.1 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Loans and any of its Notes (i) as collateral security to a Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder) and (ii) to (w) an Affiliate of such Lender which is at least fifty percent (50%) owned (directly or indirectly) by such Lender or by its direct or indirect parent company, (x) its direct or indirect parent company, (y) to one or more other Lenders or (z) to an Approved Fund.

10.9Participations.

Any Lender may at any time sell to one or more Persons participating interests in its Loans, Commitments or other interests hereunder (any such Person, a “Participant”). In the event of a sale by a Lender of a participating interest to a Participant, (a) such Lender’s obligations hereunder shall remain unchanged for all purposes, (b) Borrower and Agent shall continue to deal solely and directly with such

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Lender in connection with such Lender’s rights and obligations hereunder and (c) all amounts payable by Borrower shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender. No Participant shall have any direct or indirect voting rights hereunder except with respect to any event described in Section 10.1 expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders. Each Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant. Borrower agrees, to the fullest extent permitted by applicable law, that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that such right of set-off shall be subject to the obligation of each Participant to share with Lenders, and Lenders agree to share with each Participant, as provided in Section 2.10.4. Borrower also agrees that each Participant shall be entitled to the benefits of Section 3 as if it were a Lender (provided that a Participant shall not be entitled to such benefits unless such Participant agrees, for the benefit of Borrower, to comply with the documentation requirements of Section 3.1(c) as if it were a Lender and complies with such requirements, and provided, further, that no Participant shall receive any greater compensation pursuant to Section 3 than would have been paid to the participating Lender if no participation had been sold). Any such Lender transferring a participation shall, as an agent for Borrower, maintain in the United States a register to record the names, address, and interest, principal and other amounts owing to, each Participant. The entries in such register shall be, in the absence of manifest error, conclusive, and Borrower, Agent and the Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Participant hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such Participation register shall be available for inspection by the Agent or Borrower, at any reasonable time upon reasonable prior written notice from Agent or Borrower.

10.10Confidentiality.

Borrower, Agent and each Lender agree to use commercially reasonable efforts (equivalent to the efforts Borrower, Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential all information (including, without limitation, any information provided by Borrower pursuant to Sections 6.1, 6.2 and 6.9) provided to them by any other party hereto and/or any other Loan Party, as applicable, except that Agent and each Lender may disclose such information (a) to Persons employed or engaged by Agent or such Lender or any of their Affiliates (including collateral managers of Lenders) in evaluating, approving, structuring or administering the Loans and the Commitments (provided that such Persons have been informed of the covenants contained in this Section 10.10); (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenants contained in this Section 10.10 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner, or any insurance industry association, or as reasonably believed by Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which Agent or such Lender is a party; (f) to any nationally recognized rating agency or investor of a Lender that requires access to information about a Lender’s investment portfolio in connection with ratings issued or investment decisions with respect to such Lender; (g) that ceases to be confidential through no fault of Agent or any Lender; (h) to a Person that is an investor or prospective investor in a Securitization that agrees that its access to information regarding Borrower and the Loans and Commitments is solely for purposes of evaluating an investment in such Securitization and who agrees to treat such information as confidential; or (i) to a Person that is a trustee, collateral manager, servicer,

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noteholder or secured party in a Securitization in connection with the administration, servicing and reporting on the assets serving as collateral for such Securitization. For purposes of this Section, “Securitization” means a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in part, by the Loans or the Commitments. In each case described in clauses (c), (d) and (e) (as such disclosure in clause (e) pertains to litigation only), where the Agent or Lender, as applicable, is compelled to disclose a Loan Party’s confidential information, promptly after such disclosure the Agent or such Lender, as applicable, shall notify Borrower of such disclosure provided, however, that neither the Agent nor any Lender shall be required to notify Borrower of any such disclosure (i) to any federal or state banking regulatory authority conducting an examination of the Agent or such Lender, or (ii) to the extent that it is legally prohibited from so notifying Borrower. Notwithstanding the foregoing, Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

10.11Captions.

Captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

10.12Nature of Remedies.

All Obligations of Borrower and rights of Agent and Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise and no delay in exercising, on the part of Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

10.13Counterparts.

This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt by facsimile machine or in “.pdf” format through electronic mail of any executed signature page to this Agreement or any other Loan Document shall constitute effective delivery of such signature page. This Agreement and the other Loan Documents to the extent signed and delivered by means of a facsimile machine or other electronic transmission (including “.pdf”), shall be treated in all manner and respects and for all purposes as an original agreement or amendment and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such other Loan Document shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that any signature or agreement or amendment was transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

10.14Severability.

The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

10.15Entire Agreement.

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[Hooper Holmes] Amended and Restated Credit Agreement

This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof.

10.16Successors; Assigns.

This Agreement shall be binding upon Borrower, Lenders and Agent and their respective successors and assigns, and shall inure to the benefit of Borrower, Lenders and Agent and the successors and assigns of Lenders and Agent. No other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. Borrower may not assign or transfer any of its rights or Obligations under this Agreement without the prior written consent of Agent and each Lender.

10.17Governing Law.

THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS CODE).

10.18Forum Selection; Consent to Jurisdiction.

ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, U.S. FIRST CLASS POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

10.19Waiver of Jury Trial.

EACH OF BORROWER, AGENT AND EACH LENDER, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES

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THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

10.20Patriot Act.

Each Lender that is subject to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), and Agent (for itself and not on behalf of any Lender), hereby notifies each Loan Party that, pursuant to the requirements of the Patriot Act, such Lender and Agent are required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or Agent, as applicable, to identify each Loan Party in accordance with the Patriot Act.

10.21Amendment and Restatement and Limited Waiver.

(a)    The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to Obligations outstanding hereunder; (c) the guaranties made to the Lenders and the Agent pursuant to the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement.

(b)    In addition to the forgoing, Agent and Lenders hereby waive any and all “Defaults” or “Events of Default” that have occurred and are continuing as of the Closing Date in relation to any prior failure of Borrower to comply with the financial covenants set forth in Sections 7.13.2 and/or 7.13.3 of the Existing Credit Agreement (the “Specified Defaults”). Except as it relates to the Specified Defaults, nothing contained in this Agreement or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future violation, Default or Event of Default of Borrower under this Agreement or any Loan Document. Agent and each Lender hereby expressly reserves any rights, privileges and remedies under this Agreement and each Loan Document that Agent or such Lender may have with respect to any violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with this Agreement or any Loan Document, (ii) amend or alter any provision of this Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under this Agreement or any Loan Document or any other contract or instrument. Except with respect to the forbearance relating to, and the potential waiver of, the Specified Defaults, nothing in this Agreement shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of this Agreement or any Loan Document.

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[Hooper Holmes] Amended and Restated Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above.

BORROWER:

HOOPER HOLMES, INC.,

a New York corporation

By:    /s/ Henry Dubois

Name:    Henry E. Dubois

Title:    Chief Executive Officer and President

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]

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AGENT AND LENDERS:

SWK FUNDING LLC,
as Agent and a Lender

By: SWK Holdings Corporation,

its sole Manager
By: /s/ Winston Black                
Name: Winston Black

Title: Chief Executive Officer

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]

#49610203

EX-10.2

Exhibit 10.2

LIMITED GUARANTY AGREEMENT

LIMITED GUARANTY AGREEMENT (“Agreement”) dated as of May 11, 2017 delivered to SWK FUNDING LLC, a Delaware limited liability company, as agent for the lenders party to the Credit Agreement (as hereafter defined) (the “Agent”) by CENTURY FOCUSED FUND III, LP, a Delaware limited partnership (the “Guarantor”) and acknowledged by Borrower as defined below.

1.Definitions.    Capitalized terms shall have the meanings set forth herein, or if not defined herein, in that certain Amended and Restated Credit Agreement, dated as of the date hereof, by and among the Agent, the lenders party thereto (the “Lenders”), HOOPER HOLMES, INC., a New York corporation, and any all agreements, schedules and instruments delivered in connection therewith (the “Credit Agreement”).

2.Guaranty.

(a)In order to induce the Lenders to enter into the Credit Agreement and to continue to loan funds to the Borrower, Guarantor hereby, absolutely and unconditionally, jointly and severally, guarantees the prompt, complete and full payment of all of the Guaranteed Obligations (as defined hereafter). “Guaranteed Obligations” means the sum of (i) outstanding Revolving Loans on the date of any calculation not to exceed an aggregate principal amount of $2,000,000, and (ii) accrued but unpaid interest on such outstanding amount referenced in clause (i) immediately preceding. Guarantor represents, warrants, acknowledges and agrees that (i) Guarantor will benefit from the execution, delivery and performance by the Lenders of the Credit Agreement and the other Loan Documents and the advancement of funds to the Borrower pursuant thereto, (ii) the loan by the Lenders constitutes valuable consideration to the Guarantor, (iii) this Agreement is intended to be an inducement to the Lenders and Agent to execute, deliver and perform the Credit Agreement and the other Loan Documents and to extend credit to the Borrower, whether the Obligations were created or acquired before or after the date of this Agreement, and (iv) the Agent and the Lenders are relying upon this Agreement in making the Loan and advancing funds to the Borrower. Notwithstanding any provisions of this Agreement to the contrary, it is intended that this Agreement not constitute a Fraudulent Conveyance (as defined hereafter). Consequently, the Guarantor agrees that if this Agreement would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Agreement shall be valid and enforceable only to the maximum extent that would not cause this Agreement to constitute a Fraudulent Conveyance, and this Agreement shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any

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applicable fraudulent conveyance or fraudulent transfer law, order, ruling, decision or similar law, order, ruling or decision binding upon the undersigned of any foreign, federal, state, municipal or other government, or any department, commission, board, bureau, agency, public authority or instrumentality thereof or any court or arbitrator, as in effect from time to time.

(b)This is a continuing guarantee relating to the Guaranteed Obligations whether or not any portion of the Guaranteed Obligations has been satisfied; provided, however, that this Agreement is revocable solely as set forth in this section (b). The Guarantor may, in its discretion, provide the Agent a written notice (the “Revocation Notice”) terminating the Guarantor’s obligation to guaranty the payment of future Revolving Loans, provided that the principal amount of the Guaranteed Obligations outstanding on the date a Revocation Notice is received by the Agent (the “Revocation Date”) will constitute Guaranteed Obligations and Revolving Loans made after the Revocation Date will not constitute Guaranteed Obligations. Notwithstanding the delivery of a Revocation Notice, the Guarantor, in its discretion, shall have the right, exercisable once a year, to deliver a written notice, in form and substance reasonably acceptable to Agent, of the Guarantor’s agreement to reinstate its obligations under this Agreement in relation to all future Revolving Loans (the “Reinstatement Notice”), subject to the limitations set forth in the definition of Guaranteed Obligations, and following the receipt by Agent of such Reinstatement Notice, the Guarantor’s obligations under this Agreement shall be reinstated as it relates to all future Revolving Loans made after the Reinstatement Notice until such time as the Guarantor delivers a subsequent Revocation Notice. Notwithstanding the full payment and/or performance of the Guaranteed Obligations, this Agreement shall remain in effect or be reinstated with respect to the Guaranteed Obligations if, in connection with bankruptcy, insolvency or similar proceedings filed by or against the Borrower, a court enters an order or judgment compelling or requiring the Agent or the Lenders to return any or all payments made with respect to the Guaranteed Obligations.

(c)The obligations hereunder are independent of the Obligations of the Borrower, and a separate action or actions may be brought and prosecuted against the Guarantor whether action is brought against the Borrower or whether the Borrower is joined in any such action or actions; and the Guarantor waives the benefit of any applicable statute of limitations affecting its liability hereunder or the enforcement thereof to the extent permitted by law. Any partial payment by the Borrower or other circumstance which operates to toll any statute of limitations as to the Borrower shall operate to toll the applicable statute of limitations as to the Guarantor.

(d)The Guarantor authorizes the Agent, on behalf of the Lenders, without notice or demand and without affecting the liability of the Guarantor hereunder or under any other document related to the Guaranteed Obligations to which the Guarantor is a party, from time to time to (i) renew, compromise, extend, amend, waive, restructure, refinance, release, accelerate or otherwise modify, amend or change the time for payment of, or otherwise modify, amend or change the terms of the Guaranteed Obligations or any part thereof, including, without limitation, increasing or decreasing

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the maximum amount of the Revolving Loan or the rate of interest as stated in the Credit Agreement or otherwise; (ii) accept new or additional documents, instruments or agreements relative to the Guaranteed Obligations; (iii) consent to the change, restructure or termination of the corporate structure of the Borrower and correspondingly restructure the Guaranteed Obligations; (iv) take and hold security or additional guarantees for the payment of this Agreement or the Guaranteed Obligations, and amend, alter, exchange, substitute, transfer, enforce, waive, subordinate, terminate or release any such security; (v) apply such security and direct the order or manner of sale thereof as the Agent in its discretion may determine; (vi) release or substitute any one or more of the endorsers or guarantors; (vii) reduce or increase the outstanding owed by the Borrower under the Loan Documents; (viii) release any of the Collateral; (ix) accept partial payment and/or performance on the Obligations; (x) settle, compromise, release, substitute, impair, enforce or exercise, or fail or refuse to enforce or exercise, any claims, rights, or remedies, of any kind or nature, which the Agent or the Lenders may at any time have against the Borrower or any other guarantor of the Obligations or any other Person, or with respect to any security interest of any kind held by the Agent, for the benefit of the Lenders, at any time, whether under any Loan Document or otherwise; and (xi) take or fail to take any other action whatsoever with respect to the Obligations.

(e)The Guarantor waives any right to require the Agent or the Lenders to (i) proceed against the Borrower or any other person; (ii) proceed against or exhaust any security held from the Borrower; or (iii) pursue any other remedy in the Agent’s or the Lenders’ power whatsoever. The Agent, on behalf of the Lenders, may, at its election, exercise any right or remedy it may have against the Borrower or any security held by the Agent, for the benefit of the Lenders, including, without limitation, the right to collect the Borrower’s receivables or foreclose upon any security by judicial or non-judicial sale, without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Guaranteed Obligations have been paid and/or performed, and the Guarantor waives any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or other right or remedy of the Guarantor against the Borrower or any such security, whether resulting from such election by the Agent, or otherwise. The Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or the Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against the principal. The Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower. Until the Guaranteed Obligations shall have been paid and performed in full, the Guarantor’s right of subrogation shall be deferred. The Guarantor waives all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Agreement and of the existence, creation, or incurring of new or additional obligations.

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(f)Except as expressly provided herein, the Guarantor hereby expressly waives, and agrees not to assert in any action to enforce this Agreement any defenses that may be asserted by the Borrower under the Credit Agreement and this Agreement shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations, or any other instrument evidencing any of the Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of any Collateral therefor or by any other circumstance relating to the Guaranteed Obligations. The Guarantor shall be primarily liable for the Guaranteed Obligations and the Agent, on behalf of the Lenders, may invoke the benefits of this Agreement without pursuing any remedies against the Borrower, without the necessity of joining all guarantors in any action hereon, and without proceeding against any collateral for such obligations. Agent makes no representation or warranty in respect to any such circumstances and has no duty or responsibility whatsoever to Guarantor in respect to the management and maintenance of the Guaranteed Obligations or Borrower’s collateral.

(g)    The Guarantor assumes the responsibility for being and keeping itself informed of the business, operation and financial condition of the Borrower and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations which diligent inquiry would reveal, and agrees that absent a written request for such information by the Guarantor, neither the Agent not the Lenders shall have no duty to advise the Guarantor of information, matter, fact or thing now or hereafter known to it regarding such conditions or any such circumstance.

NOTWITHSTANDING ANY PROVISIONS OF THIS AGREEMENT OR ANY OTHER PROVISION OF ANY LOAN DOCUMENT, AGENT’S, ON BEHALF OF THE LENDERS, RIGHT TO SEEK ANY PAYMENT FROM GUARANTOR ON ACCOUNT OF THE GUARANTEED OBLIGATIONS SHALL BE LIMITED AS PROVIDED IN SECTION 2(a) ABOVE.

3.Subordination. To the extent any indebtedness is not otherwise subject to a subordination or intercreditor agreement between Agent and Guarantor, such indebtedness of the Borrower now or hereafter held by the Guarantor is hereby subordinated to the Obligations of the Borrower to the Agent and the Lenders; and such indebtedness of the Borrower to the Guarantor if the Agent so requests shall be collected, enforced and received by the Guarantor as trustee for the Agent and be paid over to the Agent, for the benefit of the Lenders, on account of the Obligations of the Borrower to the Agent and the Lenders but without reducing or affecting in any manner the liability of the Guarantor under the other provisions of this Agreement.

4.Deferrals. Notwithstanding anything to the contrary contained herein or in any other document to which the Guarantor is a party, the Guarantor hereby expressly defers until the Termination Date any and all rights to subrogation, reimbursement, exoneration, contribution, setoff or any other rights that could accrue to a surety against a principal, to a guarantor against a maker

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or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which the Guarantor may have or hereafter acquire against the Borrower or any other person in connection with or as a result of the Guarantor’s execution delivery and/or performance of this Agreement or any other document to which the Guarantor is a party, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law. Prior to the Termination Date, the Guarantor shall not have or assert any such rights against the Borrower or its successors and assigns or any other person (including any surety), either directly or as an attempted set off to any action commenced against the Guarantor by the Borrower (as borrower or in any other capacity), the Agent, the Lenders or any other person. The Guarantor hereby acknowledges and agrees that this deferral is intended to benefit the Borrower, the Agent, and the Lenders and shall not limit or otherwise affect the Guarantor’s liability under this Agreement, under any other document to which the Guarantor is a party, or the enforceability hereof or thereof.

5.Provisions Relating to the Borrower Bankruptcy. In the event the Borrower commences any case, or proceeding in bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, the Guarantor, in its capacity as the Guarantor of the Guaranteed Obligations, and not in its capacity as a direct or indirect equityholder in the Borrower, shall not (i) seek or support debtor-in-possession financing other than as may be provided by the Agent, (ii) oppose any debtor-in-possession financing proposed to be provided by the Agent, (iii) seek or support any plan of reorganization that proposes to pay amounts owing to the Agent and the Lenders over a period of more than one month, (iv) object to any request by the Agent for adequate protection for the post-petition use of cash collateral, or (v) challenge the validity, enforceability, priority or perfection of the Agent’s, for the benefit of the Lenders, security interests in the Collateral.

6.Representations and Warranties. The Guarantor represents, warrants and covenants as follows:

(a)The Guarantor has the full right, power and authority to execute, deliver and perform this Agreement. The Guarantor has executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with the terms herein.

(b)Neither the execution, delivery or performance by the Guarantor of this Agreement, nor compliance with the terms and provisions hereof by the Guarantor nor the consummation of the transactions contemplated hereby will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under any agreement or other instrument to which the Guarantor is a party.

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(c)There are no actions, suits or proceedings pending or threatened against or involving the Guarantor before any court with respect to any of the transactions contemplated by this Agreement or the ability of the Guarantor to execute and deliver this Agreement and perform any of the obligations of the Guarantor hereunder.

7.The Guarantor’s Liability. An “Event of Default” shall exist under this Agreement when an Event of Default under the Credit Agreement occurs solely as a result of an uncured payment default with respect to the Revolving Loans and the acceleration of the outstanding amounts thereunder by the Agent. Upon the occurrence of an Event of Default, the Guarantor shall no later than twenty (20) days thereafter pay to the Agent, for the benefit of the Lenders, an amount equal to the Guaranteed Obligations. Any amounts owing by the Guarantor hereunder which are not paid as and when due shall bear interest at the Default Rate.

8.Expenses. The Guarantor agrees to pay to the Agent all out-of-pocket expenses (including reasonable expenses for legal services of every kind) of, or incident to, the enforcement of any of the provisions of this Agreement, or performance by the Agent of any obligations of the Guarantor in respect of the Collateral which the Guarantor has failed or refused to perform, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Agent and the Lenders in respect thereof, by litigation or otherwise and all such expenses shall be Guaranteed Obligations.

9.Further Assurances. The Guarantor agrees that, from time to time upon the written request of the Agent, the Guarantor will execute and deliver such further documents and do such other acts and things as the Agent may reasonably request in order fully to effect the purposes of this Agreement.

10.No Waiver. No failure on the part of the Agent to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Agent of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies given to the Agent, for the benefit of the Lenders, by this Agreement are cumulative and shall be in addition to and independent of all rights, powers and remedies given the Agent by virtue of any statute, rule of law, or any agreement between the Guarantor and the Agent or between the Borrower and the Agent.

11.Governing Law. THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE,

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WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS CODE).

12.Forum Selection; Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, U.S. FIRST CLASS POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

13.Waiver of Jury Trial. GUARANTOR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

14.Notices. All notices, requests, consents and demands hereunder shall be in writing and be given to the intended recipient at such party’s address set forth below, or at such other address as such party may hereafter specify in a notice given in the manner required under this section. Any notice or request hereunder shall be given only by, and shall be deemed to have been received upon:  registered or certified mail, return receipt requested, on the date on which such received as indicated in such return receipt,  delivery by a nationally recognized overnight courier, one (1) Business Day after deposit with such courier, or  electronic transmission upon further electronic communication from the recipient acknowledging receipt (whether automatic or manual from recipient), as applicable.

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If to the Guarantor:	c/o Century Equity Partners 100 Federal Street, 29th Floor Boston, MA 02110 Attn: Frank Bazos and Stephen Marquardt Telephone: 617-863-2950 Email: fbazos@cepfunds.com and smarquardt@cepfunds.com With a copy to: Choate Hall & Stewart LLP 2 International Place Boston, MA 02110 Attn: Brian Lenihan Email: blenihan@choate.com
If to the Agent or any Lender:	SWK Funding LLC 14755 Preston Road, Suite 105 Dallas, Texas 75254 Email: notifications@swkhold.com with a copy to: Holland & Knight LLP 200 Crescent Court, Suite 1600 Dallas, Texas 75201 Attn: Ryan Magee Email: ryan.magee@hklaw.com

15.Entire Agreement, Amendments, Waivers, etc. This Agreement and the other Loan Documents to which the Guarantor is a party constitute the entire agreement between the Guarantor and the Agent with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by the Guarantor and the Agent. Any such amendment or waiver shall be binding upon the Agent and the Guarantor. This Agreement is not intended to benefit or confer any rights upon the Borrower or upon any third party other than the Agent and the Lenders, who are the intended beneficiary hereof and for whose benefit this Agreement is explicitly made.

16.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Guarantor and the Agent. The Agent may without notice assign this Agreement in whole or in part. This Agreement shall, without further

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reference, pass to and may be relied upon and enforced by any successor or assignee of the Agent and any transferee or subsequent holder of any of the Guaranteed Obligations.

17.Miscellaneous. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and the Guarantor may execute this Agreement by signing any such counterpart. This Agreement may be executed by facsimile transmission or other electronic means, which facsimile or other electronic signatures shall be considered original executed counterparts, and the Guarantor agrees to be bound by the Guarantor’s facsimile or other electronic signature. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law,  the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Agent in order to carry out the intentions of the Agent as nearly as may be possible and  the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

18.Issuance of Note to Guarantor. The Agent and the Borrower hereby covenant and agree that, if the Guarantor has paid the Agent the Guaranteed Obligations, the Borrower will, if requested by the Guarantor, in writing, deliver a subordinated promissory note to the Guarantor (the “Note”) in the form attached as an exhibit to the Merger Agreement dated as of March 7, 2017, by and among the Borrower and the other parties thereto, evidencing the principal amount paid by the Guarantor hereunder and the interest rate under such Note, commencing on the date the Guarantor made such payment, will be the lesser of (x) twenty-five percent (25%) per annum or (y) the highest amount permitted to be charged under applicable law; provided that the Guarantor shall enter into a subordination agreement with the Agent in the form attached as Exhibit E to the Credit Agreement (the “Subordination Agreement”) in connection with the issuance of such Note. The Agent agrees that so long as the Guarantor and Agent enter into the Subordination Agreement, such Note shall be permitted to be issued to the Guarantor notwithstanding anything to the contrary under the Credit Agreement.

19.Termination. This Agreement shall terminate upon the date (the “Termination Date”) which is the earlier of: (i) the date of the delivery of a written notice of termination executed by the Agent; (ii) the date all Obligations together with all accrued but unpaid interest thereon are paid in full; and (iii) the date the Guarantor has paid in full the Guaranteed Obligations and the Borrower has issued a note to the Guarantor as contemplated by Section 18.

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IN WITNESS WHEREOF, the Guarantor has caused this Agreement to be duly executed as of the day and year first above written.

CENTURY FOCUSED FUND III, L.P.

By: CCP Focused III, LP, its general partner

By: CCP Focused III, LLC, its general partner

By:         /s/ Frank Bazos                

Name:         Frank Bazos                

Title:         Manager                

Agreed and Accepted:HOOPERHOLMES, INC., a New York corporation

By:     /s/ Henry Dubois            

Name:     Henry Dubois                

Title:     Chief Executive Officer            

SWK FUNDING LLC

BY: SWK HOLDINGS CORPORATION,

its sole manager

By:     /s/ Winston Black___________________

Name: Winston Black

Title: Chief Executive Officer

[Signature Page to Guaranty Agreement]

#49814670

EX-10.3

Exhibit 10.3

May 11, 2017

Hooper Holmes, Inc.

Re:    Credit Agreement Side Letter

We refer to the Limited Guaranty Agreement, dated May 11, 2017 (the “Guaranty”), pursuant to which Century Focused Fund III, LP (“Century”) will guarantee funds loaned to Hooper Holmes, Inc. (the “Hooper”) by SWK Funding LLC and certain lenders arranged thereby (collectively, “SWK”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Guaranty. In order to induce Century to provide the Guaranty, Hooper hereby covenants and agrees as follows.

Without the prior written consent of Century, Hooper may not incur any Revolving Loans under the Credit Agreement prior to June 1 of any year. From and after June 1 of any year, to the extent Hooper has incurred any Revolving Loans, Hooper shall make complete and full payment to SWK of all outstanding Revolving Loans by November 30 (the “Annual Payoff Date”) of each year in which any Revolving Loans are drawn (a “Guaranty Year”). In the event Hooper fails to repay all Revolving Loans by the Annual Payoff Date in any applicable Guaranty Year, whether or not SWK has made demand on Century to make payment under the Guaranty, the amount of any Revolving Loans (including all principal, interest and fees) outstanding as of the Annual Payoff Date for such Guaranty Year (the “Revolver Amount”) shall accrue interest at the lesser of 25% per annum or the maximum amount permitted by law, until such time as such Revolver Amount has been repaid in full to SWK (either by Hooper or Century pursuant to the Guaranty) (the “Interest Charge”). The Interest Charge shall be due and payable to Century (or its designee at Century’s election) upon demand, subject in all instances to the terms of any subordination agreement then in place with SWK.

Hooper hereby acknowledges and agrees that in the event of a breach by Hooper of any of the provisions of this letter agreement, monetary damages may not constitute a sufficient remedy. Consequently, in the event of any such breach, Century and its successors or assigns shall be entitled to, in addition to other rights and remedies existing in their favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, in each case without the requirement of posting a bond or proving actual damages.

This letter agreement shall be the binding agreement of the parties as of the date hereof, and may only be modified by a writing executed by both parties hereto. This agreement shall remain in effect for so long as the Credit Agreement remains in effect.

[Signature pages follow]

8009169v2

CENTURY FOCUSED FUND III, L.P.

By: CCP Focused III, LP, its general partner

By: CCP Focused III, LLC, its general partner

By:/s/ Frank Bazos__________________________

Name:    _Frank Bazos__________________________

Title:    _____Manager_____

Agreed and Accepted:

HOOPER HOLMES, INC.

By: /s/ Henry Dubois

Name: Henry Dubois

Title: Chief Executive Officer

8009169v2

EX-10.4

Exhibit 10.4

OMNIBUS JOINDER TO LOAN DOCUMENTS AND THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND LIMITED WAIVER

THIS OMNIBUS JOINDER TO LOAN DOCUMENTS AND THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND LIMITED WAIVER (this “Agreement”), entered into as of May 11, 2017, is made and entered into by and among SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (“Lender”), HOOPER HOLMES, INC., a New York corporation (“Hooper Holmes”), HOOPER DISTRIBUTION SERVICES, LLC, a New Jersey limited liability company (“Hooper Distribution”), HOOPER WELLNESS, LLC, a Kansas limited liability company (“Hooper Wellness”), ACCOUNTABLE HEALTH SOLUTIONS, LLC, a Kansas limited liability company (“Accountable Health”), HOOPER INFORMATION SERVICES, INC., a New Jersey corporation (“Hooper Information”), and HOOPER KIT SERVICES, LLC, a Kansas limited liability company (“Hooper Kit”, together with Hooper Holmes, Hooper Distribution, Hooper Wellness, Accountable Health, and Hooper Information, individually, as an “Existing Borrower,” and collectively as “Existing Borrowers”), and, immediately prior to the consummation of the Merger (defined below), PIPER MERGER CORP., a New York corporation (the “Merger Sub”), and, immediately following the consummation of the Merger, PROVANT HEALTH SOLUTIONS, LLC, a Rhode Island limited liability company (“Provant Health”, and together with Merger Sub, individually and collectively, the “New Borrower”, and together with Existing Borrowers, individually as a “Borrower,” and collectively as “Borrowers”).

WHEREAS, Existing Borrowers and Lender are parties to that certain Credit and Security Agreement dated as of April 29, 2016 (as the same may from time to time be amended, restated, supplemented or otherwise modified, collectively, the “Credit Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Lender has made certain credit facilities available to Existing Borrowers. The Credit Agreement and all instruments, documents and agreements executed in connection therewith, or related thereto are referred to herein collectively as the “Existing Loan Documents.”

WHEREAS, Borrower (a) has failed to maintain Consolidated Unencumbered Liquid Assets of at least $750,000 as measured on March 31, 2017 as required pursuant to Section 7.1 of the Credit Agreement, (b) has failed to achieve Aggregate Revenue for the twelve (12) consecutive month period ending March 31, 2017 of at least $41,000,000 as required pursuant to Section 7.1 of the Credit Agreement, (c) has failed to achieve EBITDA, on a consolidated basis, for the twelve (12) consecutive month period ending March 31, 2017 of at least $500,000 as required pursuant to Section 7.1 of the Credit Agreement, and (d) has failed to comply with Sections 7.13.1, 7.13.2 and 7.13.3 of that certain Credit Agreement dated as of April 17, 2015 by and among Borrowers and Closing Date Subordinated Creditor as amended, as required pursuant to Section 8.1(f) of the Credit Agreement, each of which failures constitutes an Event of Default under Section 8.1 of the Credit Agreement (collectively, the “Subject Events of Default”).

WHEREAS, Hooper Holmes desires to enter into that certain Agreement and Plan of Merger dated as of March 7, 2017 by and among Hooper Holmes, Merger Sub, Provant Health, and Wellness Holdings, LLC, a Delaware limited lability company (the “Seller”), as amended by that certain Waiver and Consent dated as of April 19, 2017 (as amended, the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into Provant Health in a reverse triangular merger, with Provant Health surviving such merger (the “Merger”) as a result of which Hooper Holmes will become the sole member of Provant Health and in exchange for which Hooper Holmes will issue to the Seller (or the Seller Members (as defined in the Merger Agreement), including, without limitation, Century Focused Fund III, L.P., a Delaware limited

partnership (“Century Focused Fund”)) the right to receive certain shares of Hooper Holmes’s Common Stock, as set forth in more detail in the Merger Agreement.

WHEREAS, Existing Borrowers have requested and Lender has agreed, among other things, (i) that Lender waive the Subject Events of Default, (ii) that Lender consent to the Merger, (iii) that New Borrower be added as a co-obligor under the Loan and all other Loan Documents, and (iv) to amend the terms and conditions of the Existing Loan Documents, in each case pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Defined Terms. Initially capitalized terms used herein and not defined herein that are defined in the Credit Agreement shall have the meanings assigned to them in the Credit Agreement (as amended hereby).

2.Limited Waiver. Lender hereby waives compliance by the Borrower with the Credit Agreement with respect to the Subject Events of Default only. Lender’s waiver of non-compliance with the Credit Agreement is limited to the specific instances of the Subject Events of Default and shall not be deemed a waiver of or consent to any other failure to comply with the Credit Agreement. Such waiver shall not prejudice or constitute a waiver of any right or remedies which Lender may have or be entitled to with respect to any other breach of the Credit Agreement. The waiver is for this particular instance and shall not be construed as a waiver of any other presently existing or future Event of Default.

3.Consent. Lender hereby acknowledges, approves of, and consents to Hooper Holmes entering into the Merger Agreement and consummating the transactions contemplated thereby and set forth in more detail therein.

4.Joinder of New Borrower.

(a)The parties hereto agree that New Borrower shall from and hereafter be deemed a “Borrower”, a “Grantor” and an “Issuer”, for all purposes of the Credit Agreement and the other Loan Documents, as applicable. Accordingly, New Borrower hereby agrees to be bound by all of the conditions, covenants, representations, warranties, and other agreements set forth in the Credit Agreement and the other Loan Documents, and hereby agrees to promptly execute all further documentation required by Lenders to be executed by New Borrower, consistent with the terms of the Credit Agreement.

(b)New Borrower hereby makes each of the representations and warranties set forth in Article V of the Credit Agreement. Each such representation and warranty, together with each of the revised Schedules attached as Exhibit A to this Amendment, is hereby incorporated by reference into the Credit Agreement and made a part thereof. Each representation and warranty of New Borrower hereunder shall be deemed remade as to New Borrower as of any date on which representations and warranties of the Borrowers are made or deemed made under the Credit Agreement or any other Loan Document.

(c)In order to secure prompt payment and performance of all Obligations now existing or hereafter arising, created or incurred, New Borrower hereby grants to Lender a continuing security interest in, and a right to set off against, any and all right, title and interest of New Borrower, to and under all Collateral (as that term is defined in the Credit Agreement) now existing or hereafter arising.

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(d)The security interest granted by New Borrower in such Collateral shall secure all of the Obligations and shall attach to all such Collateral without further action on the part of Lender or New Borrower. New Borrower authorizes Lender to file financing statements that describe such Collateral in any jurisdiction and with or without New Borrower’s authentication or signature, and describing such Collateral as set forth in the Credit Agreement. A carbon, photographic, electronic or other reproduction of a financing statement that covers such Collateral, with or without New Borrower’s authentication or signature, will be sufficient as a financing statement for any of the purposes specified by the UCC.

(e)New Borrower acknowledges that it is jointly and severally liable for all of the Obligations under the Loan Documents. New Borrower expressly understands, agrees and acknowledges that: (i) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (ii) each Borrower has requested that Lender extend such a common credit facility on the terms provided in the Credit Agreement, (iii) Lender will be lending against, and relying on a lien upon, those assets of New Borrower that constitute the same type of Property as that which Lender has been granted a Lien pursuant to Section 2.9 of the Credit Agreement (as such section may be amended or supplemented from time to time) even though the proceeds of any particular Advance made under the Credit Agreement may not be advanced directly to a particular Borrower, (iv) each Borrower will nonetheless benefit by the making of all such Advances by Lender and the availability of a single credit facility of a size greater than each could independently warrant, and (v) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Loan Documents shall be applicable to and shall be binding upon each Borrower.

5.Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

(a)Section 1.2 of the Credit Agreement is hereby amending by adding the following definitions therein in alphabetical order to read as follows:

“Century Focused Fund” shall mean Century Focused Fund III, L.P., a Delaware limited partnership.

“Lanier Payments” shall mean any and all amounts required to be paid by Borrowers in connection with the A. Lanier v. Provant Health Solutions, LLC, Alameda County Superior Court, Case No. HG15789182, matter, including, without limitation, pursuant to the settlement agreement in connection therewith.

“Lanier Reserve” shall mean, as of any date of determination, an amount sufficient to reduce availability under the Borrowing Base by (i) $100,000 for each Borrowing Date during the period from November 15, 2017 through and including December 14, 2017, (ii) $200,000 for each Borrowing Date during the period from December 15, 2017 through and including January 14, 2018, (iii) $250,000 for each Borrowing Date during the period from January 15, 2018 through and including February 14, 2018 and (iv) $300,000 for each Borrowing Date during the period from February 15, 2018 through and until such time as Lender receives evidence in form and substance satisfactory to Lender that Borrowers have paid in full in cash the Lanier Payments.

“Orneles Payments” shall mean any and all amounts required to be paid by Borrowers in connection with the Ornelas v. Hooper Holmes, Inc., United States District Court for the District of New Jersey, Case No. 3:12 CV 03016 JAP DEA, matter, including, without limitation, pursuant to the settlement agreement in connection therewith.

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“Provant Health” shall mean Provant Health Solutions, LLC, a Rhode Island limited liability company.

“Third Amendment Effective Date” shall mean May 11, 2017.

(b)Section 1.2 of the Credit Agreement is hereby amended by amending and restating in their entirety the following definitions to read as follows:

“Additional Tranche” shall mean each tranche of revolving loan commitment increases after the Closing Date in an aggregate principal amount of up to $5,000,000.

“Applicable Margin” means with respect to Revolving Loans and all other Obligations four and one-half percent (4.50%).

“Change of Control” shall mean any of the following: (a) the occurrence of a merger, consolidation, reorganization, recapitalization or share or interest exchange, sale or transfer or any other transaction or series of transactions as a result of which the owners, directly or indirectly, of a majority of any Credit Party’s voting stock or voting power as of the date hereof cease to be entitled to elect or appoint at least a majority of such Credit Party’s Board of Directors, or (b) the resignation, termination, replacement, death, disability or any other event the result of which is the failure of the existing senior management of Borrower to function in their current capacities, unless, (i) in the case of a replacement, the replacement is reasonably acceptable to Lender, or (ii) in all other cases a replacement reasonably satisfactory to Lender is identified and engaged within 30 days following such event, (c) the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Borrower’s assets to, or a consolidation or merger with or into, any other Person, other than any such transaction where immediately thereafter the surviving Person is a direct or indirect subsidiary of the Borrower, (d) the failure of Hooper Holmes to beneficially own, directly or indirectly, 100% of the issued and outstanding equity interests in all of the other Borrowers or (e) the failure of Century Focused Fund to beneficially own, directly or indirectly, 35% of the issued and outstanding equity interests in Hooper Holmes.

“Closing Date Subordinated Debt Documents” means (i) that certain Amended and Restated Credit Agreement dated as of the Third Amendment Effective Date by and among Closing Date Subordinated Creditor, the Borrowers and certain affiliates of the Borrowers party thereto from time to time and (ii) each of the other documents, instruments and agreements executed and delivered in connection therewith, each as amended, restated, supplemented or otherwise modified from time to time as permitted hereunder.

“Closing Date Subordination Agreement” mean that certain Intercreditor Agreement dated as of even date herewith by and between Closing Date Subordinated Creditor and Lender and acknowledged by Borrower, as amended by that certain First Amendment to Intercreditor Agreement dated as of the Third Amendment Effective Date.

“Intellectual Property Security Agreement” shall mean, collectively, that certain (i) Intellectual Property Security Agreement dated as of April 29, 2016 made by Hooper Holmes, Hooper Distribution, Hooper Wellness, Accountable Health, Hooper Information and Hooper Kit, in favor of Lender and (ii) Intellectual Property Security Agreement dated as of the Third Amendment Effective Date made by Provant Health in favor of Lender.

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“Prime Rate” shall mean a fluctuating interest rate per annum equal at all times to the greater of (a) 3.75% and (b) the rate of interest announced, from time to time, within Wells Fargo Bank at its principal office in San Francisco as its “prime rate,” with the understanding that the “prime rate” is one of Wells Fargo Bank’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo Bank may designate; provided that Lender may, upon prior written notice to Borrower, choose a reasonably comparable index or source to use as the basis for the Prime Rate, and further provided, that in no event shall the Prime Rate be lower than such rate as in effect as of the Closing Date, and further provided, that each change in the fluctuating interest rate shall take effect simultaneously with the corresponding change in the Prime Rate.

“Revolving Loan Commitment Amount”shall be $10,000,000 until such time as Lender activates an Additional Tranche pursuant to the terms and provisions of Section 2.1(a)(ii), in which case “Revolving Loan Commitment Amount” shall be, as of such date of such activation thereafter, $10,000,000 plus the amount of such Additional Tranche.

“Termination Fee” shall mean (for the time period indicated) the amount equal to two percent (2%) of the principal amount of the Revolving Loan prepaid. The Termination Fee is an “Obligation,” as that term is defined herein.

(c)Subsection (c) of the definition of “Borrowing Base” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(c)    the amount of any reserves (including, without limitation, the Lanier Reserve) and/or adjustments against the Borrowing Base provided for in this Agreement or determined by Lender from time to time, in its Permitted Discretion, to be appropriate to reflect risks associated with the Collateral and the financial condition of Borrower.

(d)Subsection k. of the definition of “Eligible Accounts” in Section 1.1 of the Credit Agreement is hereby amended by replacing “fifty percent (50%)” therein with “thirty-five percent (35%)”.

(e)Section 2.1(a)(ii) of the Credit Agreement is hereby amending by amending and restating the last sentence therein to read as follows:

In the event that the Revolving Loan Commitment Amount is increased, Borrower shall pay to Lender a Facility Fee in an amount equal to one-half of one percent (0.5%) of the amount by which the Revolving Loan Commitment Amount is increased.

(f)Section 3.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

3.1    Facility Fee

Borrower shall pay to Lender on or prior to the Third Amendment Effective Date, one-half of one percent (0.5%) of the Revolving Loan Commitment Amount, as a nonrefundable and fully earned closing fee. The fee payable pursuant to this Section 3.1 is herein referred to as the “Facility Fee”.

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(g)Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

6.10    Use of Proceeds

Borrowers shall use the proceeds of Revolving Loans solely (a) to repay existing indebtedness of Borrowers, (b) for transaction fees incurred in connection with the Loan Documents, (c) in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger dated as of the Third Amendment Effective Date by and among Hooper Holmes, Piper Merger Corp., a New York corporation, Provant Health, Wellness Holdings, LLC, a Delaware limited lability company, and (for purposes of Section 5.13 therein only) Dan Scanlon and Heather Scanlon and (d) for working capital needs of Borrowers and their Subsidiaries. No portion of the proceeds of the Loans will be used for family, personal, agricultural or household use.

(h)Article VII of the Credit Agreement is hereby amended to add a new Section 7.17 immediately following Section 7.16 therein to read as follows:

7.17.    Litigation, Proceeding and Investigation Payments

Except with respect to the Lanier Payments and the Ornelas Payments, Borrowers shall not use the proceeds of the Loans to pay any damages, penalties, actions, judgments or settlement amounts which may be imposed on or asserted against Borrowers with respect to or arising out of, or in any way relating to, any litigation, proceeding or investigation, in an amount in excess of $150,000 at any one time or $500,000 in the aggregate in any fiscal year, in either case without Lender’s prior written consent.

(i)Annex I of the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit B attached hereto.

(j)Exhibit B of the Credit Agreement is hereby amended by (i) amending and restating the Consolidated Unencumbered Liquid Assets Worksheet therein in its entirety as set forth on Exhibit C attached hereto and (ii) deleting the Fixed Charges and Fixed Charge Coverage Ratio Worksheets therein in their entirety.

6.Representations and Warranties. Each Borrower, including, without limitation, New Borrower, represents and warrants to Lender that, before and after giving effect to this Agreement:

(a)All warranties and representations made to Lender under the Credit Agreement and the Loan Documents are accurate in all material respects on and as of the date hereof as if made on and as of the date hereof, before and after giving effect to this Agreement.

(b)The execution, delivery and performance by each Credit Party of this Agreement and any assignment, instrument, document, or agreement executed and delivered in connection herewith and the consummation of the transactions contemplated hereby and thereby (i) have been duly authorized by all requisite action of the appropriate Credit Party and have been duly executed and delivered by or on behalf of such Credit Party; (ii) do not violate any provisions of (A) applicable law, statute, rule, regulation, ordinance or tariff, (B) any order of any Governmental Authority binding on any Credit Party or any of the Credit Parties’ respective properties the effect of which would reasonably be expected to have a Material Adverse Effect, or (C) the certificate of incorporation or bylaws (or any other equivalent governing agreement

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or document) of each Credit Party, or any agreement between any Credit Party and its shareholders, members, partners or equity owners or among any such shareholders, members, partners or equity owners; (iii) are not in conflict with, and do not result in a breach or default of or constitute an Event of Default, or an event, fact, condition, breach, Default or Event of Default under, any indenture, agreement or other instrument to which any Credit Party is a party, or by which the properties or assets of any Credit Party are bound, the effect of which would reasonably be expected to have a Material Adverse Effect; (iv) except as set forth herein, will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets of any Credit Party, and (v) do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or Credit Party unless otherwise obtained.

(c)This Agreement and any assignment, instrument, document, or agreement executed and delivered in connection herewith constitutes the legal, valid and binding obligation of each respective Credit Party, enforceable against such Credit Party in accordance with its respective terms.

(d)Except for the Subject Events of Default, no Default or Event of Default has occurred and is continuing or would exist under the Credit Agreement or any of the Loan Documents, before and after giving effect to this Agreement.

7.Conditions Precedent. This Agreement shall be effective upon completion of the following conditions precedent (with all documents to be in form and substance satisfactory to Lender and Lender’s counsel):

(a)Lender shall have received this Agreement duly executed by each Borrower and each other document listed on the Closing Agenda attached hereto as Exhibit D;

(b)Borrower shall have provided Lender with evidence of at least $2,500,000 of new equity capital contributed by Century Focused Fund and/or Paul Daoust to Seller and, subsequently, by Seller to Provant Health since January 31, 2017;

(c)Borrower shall have provided Lender with evidence of at least $3,220,000 of new equity capital and/or subordinated debt contributed to Hooper Holmes since January 31, 2017;

(d)Payment of all fees, charges and expenses payable to Lender on or prior to the date hereof; and

(e)Borrowers shall have executed and/or delivered such additional documents, instruments and agreements as requested by Lender.

8.Post-Closing Obligation. The obligations of Lender hereunder are subject to the Borrower taking, in the sole judgment of Lender, the actions identified below by the dates indicated (collectively, the “Post-Closing Obligations”), each in compliance with all terms and conditions of the Credit Agreement:

(a)On or prior to 10 Business Days following the Third Amendment Effective Date, Borrower shall deliver to Lender a Landlord Waiver and Consent for the premises located at Unit 117 and Buildings 1 and 2, 42 Ladd Street, Warwick, Rhode Island, in form and substance satisfactory to Lender.

(b)On or prior to 60 days following the Third Amendment Effective Date, Borrower shall provide evidence, in form and substance satisfactory to Lender, that deposit account number 3301250401 and the related lockbox maintained at Silicon Valley Bank have been closed.

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(c)On or prior to 90 days following the closing of the Merger, Borrower shall provide Lender with evidence of at least an additional $280,000 of new equity capital and/or subordinated debt contributed to Hooper Holmes since the Third Amendment Effective Date which, in the case of any indebtedness, shall be expressly subordinated to the Obligations of Borrowers hereunder pursuant to a Subordination Agreement acceptable in form and substance to Lender.

Notwithstanding anything to the contrary contained in the Loan Documents, including, without limitation, Section 8.1 of the Credit Agreement, Borrower’s failure to provide the Post-Closing Obligations to Lender on or before the dates specified in this section shall constitute an immediate Event of Default under the Credit Agreement and the other Loan Documents.

9.Miscellaneous.

(a)Reference to the Effect on the Credit Agreement. Upon the effectiveness of this Agreement, each reference in (i) the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import or (ii) the other Loan Documents to “the Credit Agreement” shall mean and be a reference to the Credit Agreement as amended by this Agreement.

(b)Ratification. Borrowers hereby restate, ratify and reaffirm each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof.

(c)Release. By execution of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated.

(d)Security Interest. Borrowers hereby confirm and agree that all security interests and liens granted to Lender continue in full force and effect and shall continue to secure the Obligations. All Collateral remains free and clear of any liens other than liens in favor of Lender and Permitted Liens. Nothing herein contained is intended to in any way impair or limit the validity, priority and extent of Lender’s existing security interest in and liens upon the Collateral.

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(e)Costs and Expenses. Borrowers agree to pay on demand all usual and customary costs and expenses of Lender and/or its Affiliates in connection with the preparation, execution, delivery and enforcement of this Agreement and all other agreements and instruments executed in connection herewith, including, including without limitation reasonable attorneys’ fees and expenses of Lender’s counsel.

(f)GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS.

(g)Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same respective agreement. Signatures sent by facsimile or electronic mail shall be deemed originals for all purposes and shall bind the parties hereto.

(h)Loan Document. This Agreement and any assignment, instrument, document, or agreement executed and delivered in connection with or pursuant to this Agreement shall be deemed to be a “Loan Document” under and as defined in the Credit Agreement for all purposes.

[Signature Pages Follow.]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first hereinabove written.

NEW BORROWER (immediately prior    PIPER MERGER CORP.,
to the consummation of the Merger):    a New York corporation

By:    /s/ Henry Dubois            

Name: Henry Dubois

Title: President

NEW BORROWER (immediately         PROVANT HEALTH SOLUTIONS, LLC, afollowing the consummation of the Merger):     Rhode Island limited liability company

By:    /s/ Henry Dubois            

Name: Henry Dubois

Title: Chief Executive Officer

Signature Page to Omnibus Joinder to Loan Documents and Third Amendment to Credit and Security Agreement and Limited Waiver

EXISTING BORROWER:

HOOPER HOLMES, INC., a New York corporation HOOPER WELLNESS, LLC, a Kansas limited liability company ACCOUNTABLE HEALTH SOLUTIONS, LLC, a Kansas limited liability company HOOPER INFORMATION SERVICES, INC., a New Jersey corporation HOOPER KIT SERVICES, LLC, a Kansas limited liability company By:/s/ Steven Balthazor Name: Steven Balthazor Title: Chief Financial Officer As Chief Financial Officer of each of the above entities and, in such capacity, intending by this signature to legally bind each of the above entities

HOOPER DISTRIBUTION SERVICES, LLC, a New Jersey limited liability company By:/s/ Steven Balthazor Name: Steven Balthazor Title: Manager

Signature Page to Omnibus Joinder to Loan Documents and Third Amendment to Credit and Security Agreement and Limited Waiver

LENDER: SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P., a Delaware limited partnership
By:     /s/ Bradley Asness    Name:Bradley Asness    Title: Authorized Signatory

Signature Page to Omnibus Joinder to Loan Documents and Third Amendment to Credit and Security Agreement and Limited Waiver

EXHIBIT A

UPDATED SCHEDULES

See attached.

EXHIBIT B

ANNEX I

FINANCIAL AND LOAN COVENANTS

1.    Consolidated Unencumbered Liquid Assets.

Not permit the Consolidated Unencumbered Liquid Assets on the last day of the fiscal quarter ending June 30, 2017 to be less than $500,000, on the last day of the fiscal quarter ending September 30, 2017 to be less than $750,000, and on the last day of any fiscal quarter thereafter to be less than $1,000,000.

2.    Minimum Aggregate Revenue.

Not permit the Aggregate Revenue for the applicable period of measure set forth below ending on the last Business Day of any fiscal quarter (designated by “Q” in the table below) to be less than the applicable amount set forth in the table below for such period.

	Minimum LTM Aggregate Revenue(in millions of Dollars) as of the end of:
Three (3) consecutive month period ending Q2 2017	Six (6) consecutive month period ending Q3 2017	Nine (9) consecutive month period ending Q4 2017	Twelve (12) consecutive month period ending Q1 2018	Twelve (12) consecutive month period ending Q2 2018	Twelve (12) consecutive month period ending Q3 2018	Twelve (12) consecutive month period ending Q4 2018	Twelve (12) consecutive month period ending Q1 2019 and each fiscal quarter thereafter
$10.5	$26.0	$53.0	$69.0	$70.0	$71.0	$74.0	$75.0

3.    Minimum EBITDA.

Not permit the EBITDA of Borrower, on a consolidated basis, for the twelve (12) consecutive month period ending on the last Business Day of any fiscal quarter (designated by “Q” in the table below) to be less than the applicable amount set forth in the table below for such period.

Minimum EBITDA (in millions of Dollars) as of the end of:
Q4 2017	$3.0
Q1 2018	$5.0
Q2 2018	$5.2
Q3 2018	$6.0
Q4 2018	$8.0
Q1 2019 and thereafter	$9.0

For purposes of the covenants set forth in this Annex I, the terms listed below shall have the following meanings:

“Acquisition” shall mean any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of fifty percent (50%) of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, (c) the acquisition of a product license or a product line, or (d) a merger or consolidation or any other combination (other than a merger, consolidation or combination that effects a Disposition) with another Person (other than a Person that is already a Subsidiary).

“Aggregate Revenue” shall mean an amount based on a percentage of the aggregate of Net Sales, Royalties and any other income or revenue recognized by Borrower and/or its Subsidiary, on a consolidated basis, in accordance with GAAP (in each case, excluding the proceeds from Dispositions).

“Capital Expenditures” shall mean, for any period, all direct or indirect (by way of acquisition of securities of a Person or the expenditure of cash or the transfer of property or the Incurrence of Indebtedness) expenditures in respect of the purchase or other acquisition of fixed or capital assets determined in conformity with GAAP.

“Cash Equivalent Investment” shall mean, at any time, (a) any evidence of Indebtedness, maturing not more than one year after such time, issued or guaranteed by the United States Government or any agency thereof, (b) commercial paper, or corporate demand notes, in each case (unless issued by a Lender or its holding company) rated at least “A-l” by Standard & Poor’s Ratings Group or “P-l” by Moody’s Investors Service, Inc., (c) any certificate of deposit (or time deposit represented by a certificate of deposit) or banker’s acceptance maturing not more than one year after such time, or any overnight Federal Funds transaction that is issued or sold by any Lender (or by a commercial banking institution that is a member of the Federal Reserve System or is a U.S. branch of a foreign banking institution and has a combined capital and surplus and undivided profits of not less than $500,000,000), (d) any repurchase agreement entered into with any Lender (or commercial banking institution of the nature referred to in clause (c) above) which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value at the time such repurchase agreement is entered into of not less than one-hundred percent (100%) of the repurchase obligation of such Lender (or other commercial banking institution) thereunder, (e) money market accounts or mutual funds which invest exclusively or substantially in assets satisfying the foregoing requirements, (f) cash, and (g) other short term liquid investments approved in writing by Lender.

“Consolidated Net Income” shall mean, with respect to any Person and its Subsidiaries, for any period, the consolidated net income (or loss) of such Person and its respective Subsidiaries for such period, as determined under GAAP.

“Consolidated Unencumbered Liquid Assets” shall mean any Cash Equivalent Investment owned by Borrower and its Subsidiaries on a consolidated basis which are not the subject of any

Lien or other arrangement with any creditor to have its claim satisfied out of the asset (or proceeds thereof) prior to the general creditors of Borrower and such Subsidiaries other than the Lien for Lender.

“Disposition” shall mean, as to any asset or right of any Credit Party, (a) any sale, lease, assignment or other transfer (other than to any other Credit Party), but specifically excluding any license or sublicense, (b) any loss, destruction or damage thereof or (c) any condemnation, confiscation, requisition, seizure or taking thereof, in each case excluding (i) any Disposition (except as set forth in clauses (ii) and (iii) below) where the Net Cash Proceeds of any sale, lease, assignment, transfer, condemnation, confiscation, requisition, seizure or taking do not in the aggregate exceed $250,000 in any fiscal year, (ii) the sale of Inventory or Products in the ordinary course of business and (iii) any issuance of equity interests by Borrower.

“EBITDA” shall mean, for any Person and its Subsidiaries for any Test Period, Consolidated Net Income for such period plus, to the extent deducted in determining such Consolidated Net Income for such period (and without duplication), (i) Interest Expense, (ii) income tax expense (including tax accruals), (iii) depreciation and amortization, (iv) nonrecurring cash fees, costs and expenses incurred in connection with (a) the Acquisitions of product licenses and product lines from a third party, and milestone and royalty payments to any third party, in relation to any Material Contract or any other Acquisition made prior to May 11, 2017, (b) the negotiation and closing of this Agreement and the Loan Documents and (c) the Merger, (v) non-cash expenses relating to equity-based compensation or purchase accounting and (vi) other non-recurring and/or non-cash expenses or charges approved by the Lender.

“Interest Expense” shall mean for any Person and its Subsidiaries for any period the consolidated interest expense of such Person and its Subsidiaries for such period (including all imputed interest on Capital Leases).

“Merger” shall have the meaning set forth in that certain Omnibus Joinder to Loan Documents and Third Amendment to Credit and Security Agreement and Limited Waiver dated as of May 11, 2017 by and among Borrower and Lender.

“Net Cash Proceeds” shall mean, with respect to any Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance and by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by any Credit Party pursuant to such Disposition net of (i) the reasonable direct costs relating to such Disposition (including sales commissions and legal, accounting and investment banking fees, commissions and expenses), (ii) any portion of such proceeds deposited in an escrow account pursuant to the documentation relating to such Disposition (provided that such amounts shall be treated as Net Cash Proceeds upon their release from such escrow account to and receipt by the applicable Credit Party), (iii) taxes and other governmental costs and expenses paid or reasonably estimated by a Credit Party to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (iv) amounts required to be applied to the repayment of any Indebtedness (together with any interest thereon, premium or penalty and any other amount payable with respect thereto) secured by a Lien that has priority over the Lien, if any, of Lender on the asset subject to such Disposition, (v) reserves for purchase

price adjustments and retained liabilities reasonably expected to be payable by the Credit Parties in connection therewith established in accordance with GAAP (provided that upon the final determination of the amount paid in respect of such purchase price adjustments and retained liabilities, the actual amount of purchase price adjustments and retained liabilities paid is less than such reserves, the difference shall, at such time, constitute Net Cash Proceeds) and (vi)(A) with respect to any Disposition described in clauses (a), (b) or (c) of the definition thereof, all money actually applied within one-hundred eighty (180) days to replace such assets to be used in the business of Borrower and the Subsidiaries, and (B) with respect to any Disposition, all money actually applied within one-hundred eighty (180) days to replace the assets in question or to repair or reconstruct damaged property or property affected by loss, destruction, damage, condemnation, confiscation, requisition, seizure or taking.

“Net Sales” shall mean the gross amount billed or invoiced by Borrower and its Subsidiaries for Services and for the sale of Products and (including products and services ancillary thereto) to independent customers, less deductions for (a) quantity, trade, cash or other discounts, allowances, credits or rebates (including customer rebates) actually allowed or taken, (b) amounts deducted, repaid or credited by reason of rejections or returns of goods and government mandated rebates, or because of chargebacks or retroactive price reductions, (c) charges for freight, handling, postage, transportation, insurance and other shipping charges and (d) taxes, tariffs, duties or other governmental charges or assessments (including any sales, value added or similar taxes other than an income tax) levied, absorbed or otherwise imposed on or with respect to the production, sale, transportation, delivery or use of pharmaceutical products. To the extent applicable, components of Net Sales shall be determined in the ordinary course of business in accordance with historical practice and using the accrual method of accounting in accordance with GAAP. For the purposes of calculating Net Sales, Lender understands and agrees that (i) Affiliates of a Borrower shall not be regarded as independent customers, (ii) Net Sales shall not include Products distributed for product development purposes, including for use in pre-clinical trials and (iii) Net Sales shall not include pass-through revenue generated by the sales of gift cards.

“Product” shall mean any products manufactured, sold, developed, tested or marketed by Borrower or any of its Subsidiaries, including without limitation, those products set forth on Schedule 5.24 (as updated from time to time in accordance with Section 6.1(i)); provided, however, that if Borrower shall fail to comply with the obligations under Section 6.1(i) to give notice to Agent and update Schedule 5.24 prior to manufacturing, selling, developing, testing or marketing any new Product, any such improperly undisclosed Product shall be deemed to be included in this definition; and provided, further, that products manufactured by Borrower for unaffiliated third parties shall not be deemed “Products” hereunder.

“Royalties” shall mean the amount of any and all royalties, license fees and any other payments or income of any type recognized as revenue in accordance with GAAP by Borrower and its Subsidiaries with respect to the sale of Products or the provision of services by independent licensees of Borrower and/or its Subsidiaries, including any such payments characterized as a share of net profits, any up-front or lump sum payments, any milestone payments, commissions, fees or any other similar amounts, less deductions for amounts deducted, repaid or credited by reason of adjustments to the sales upon which royalty amounts are based, regardless of the reason for such

adjustment to such sales. For the purposes of calculating Royalties, Lender understands and agrees that Affiliates of Borrower shall not be regarded as independent licensees.

“Services” shall mean services provided by Borrower or any Affiliate of Borrower to un-Affiliated Persons, including without limitation any sales, laboratory analysis, testing, consulting, marketing, commercialization and any other healthcare-related services.

“Test Period” shall mean the twelve (12) most recent calendar months then ended (taken as one accounting period), or such other period as specified in the Agreement or any Annex thereto.

EXHIBIT C

Consolidated Unencumbered Liquid Assets Worksheet
(Attachment to Compliance Certificate)

1. Consolidated Unencumbered Liquid Assets for the applicable period most recently ended:	$___________
2. Minimum Consolidated Unencumbered Liquid Assets for such period:	$[__________]
3. In compliance:	YES - NO

EXHIBIT D

CLOSING AGENDA

See attached.

EX-10.5

Exhibit 10.5

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (“Agreement”) is made as of the date indicated below on the acceptance page hereof, by and between HOOPER HOLMES, INC., a New York corporation having its principal offices at 560 North Rogers Road, Olathe, Kansas 66062 (the “Company”) and the investors (each, a “Purchaser”) who execute a counterpart to this Agreement. Each Purchaser shall execute a separate Agreement with the amount being subscribed for set forth on their respective signature pages and with the understanding that all of the Agreements, taken together, constitute a single offering of the Company’s securities.

RECITALS

A.    The Company desires to obtain funds from each Purchaser in order to provide working capital for marketing, acquisitions, expansion and to further the operations of the Company.

B.    The Company is conducting a private offering (the “Offering”) of units (“Units” or “Securities”) consisting of up to 213 Units (each, a “Unit”), at a purchase price of $10,000.00 per Unit (the “Purchase Price”) each Unit consisting of 12,500 shares of Common Stock (the “Shares”) and 6,250 Common Stock Purchase Warrants substantially in the form as annexed hereto as Exhibit A (the “Warrants,” and the shares issuable upon exercise thereof, the “Warrant Shares”), for an aggregate offering amount of up to $2,130,000.00 for up to 2,662,500 Shares and 1,331,250 Warrants. The Warrants shall have an exercise price equal to $1.35 per Warrant Share (collectively the Shares, the Warrants and, if and to the extent the Warrants are exercised, the Warrant Shares shall be referred to herein as the “Securities”). There is no minimum offering amount and no assurance can be made that the full offering amount will be invested. The Offering is being conductedto satisfy a condition of SWK Funding LLC in connection with the Agreement and Plan of Merger dated March 7, 2017, among the Company, Piper Merger Corp., a New York corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Provant Health Solutions, LLC, a Rhode Island limited liability company (“Provant”) and Wellness Holdings, LLC, a Delaware limited liability company (the “Merger Agreement”), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Provant, with Provant becoming a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). The issuance of the Shares in the Offering is subject to the closing of the Merger.

C.    Purchasers under this Agreement that hold outstanding warrants to purchase shares of Common Stock of the Company (the “Outstanding Purchaser Warrants”) will have their Outstanding Purchaser Warrants cancelled at the Closing (as defined below) of this Offering.

D.    The offering of Units is being made directly by the Company without any placement agents, the Purchasers which are all Accredited Investors, as defined in Rule 506 of Regulation D of the Securities Act, as amended, on a “best efforts $2,130,000.00 maximum” basis. The Purchasers are not acting as a group for purposes of ongoing investment decision making process.

E.    There is no escrow agent in this offering and moneys will not be held in any segregated or secured account pending acceptance or rejection. Accordingly, there is also no minimum offering amount and your funds reflecting the Purchase Price will become immediately available for use by the Company and susceptible to rights of third party creditors without protection. Purchaser acknowledges and agrees that its subscription(s) are irrevocable and binding commitments on the part of the Purchaser and that once their funds have been tendered with the appropriate subscription documents the Company may utilize and disburse

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funds and conduct a Closing and issue to Purchaser their respective Securities without any advanced consent or notice to Purchaser or the Company. The Company may reject any subscriptions in whole or in part for any reason or for no reason and shall return funds to the Purchaser to the extent of such non accepted funds. Alternatively, the Company retains the right to hold the same for acceptance or rejection at a future closing, until termination of the offering, at which time, any unused subscription funds shall be returned to Purchaser.

AGREEMENT

It is agreed as follows:

1.PURCHASE AND SALE OF UNITS.

1.1.Purchase and Sale. In reliance upon the representations and warranties of the Company and Purchaser contained herein and subject to the terms and conditions set forth herein, at the Closing, Purchaser shall purchase, and the Company shall sell and issue to Purchaser, 175 Units, at a negotiated purchase price (the “Purchase Price”) of $10,000 per Unit (i.e. $0.80 per Share and one-half Warrant) for an aggregate Purchase Price of $1,750,000 for 2,187,500 Shares and 1,093,750 Warrants. Partial Units may be accepted at the discretion of the Company and Purchaser. The Purchase Price and number of Shares (but not the number of Warrants) issued hereby may be adjusted as provided herein in Section 5 below. Purchasers may subscribe for additional Units from time to time until the maximum offering amount is sold.

1.2.Cancellation of Outstanding Purchaser Warrants. At the Closing, all Outstanding Purchaser Warrants held by or for the benefit of any Purchaser shall automatically expire and be of no further force or effect.

1.3.Purchase Conditioned Upon Closing of the Merger. The purchase described in Section 1.1 is hereby expressly conditioned upon, and shall only take effect, upon the closing of the Merger on or before the Closing Date. Purchaser and Company acknowledge and agree that, should the Merger fail close prior to the Closing Date, then this Agreement shall be null and void and of no further force or effect.

2.CLOSING.

2.1.Date and Time. The sale of Units will take place in one or more closings (“Closing”), subject to the satisfaction of all the parties hereto of their obligations herein. Each Purchaser shall submit an executed copy of this Agreement to the Company along with the Purchase Price which shall be deposited with the Company or its attorneys for the Company. The Closing of the sale of Units contemplated by this Agreement shall take place at the offices of the Company or at such other place as the Company and Purchaser shall agree in writing on or before June 30, 2017 (the “Closing Date”). Subscriptions that are not accepted will be returned with any funds (less wire fees). The Closing Date with respect to any Purchaser may be extended for up to two weeks upon consent of the Purchaser and Company.

2.2.No Escrow Agent. There is no escrow agent and no minimum offering amount. Purchaser understands and acknowledges that the Company may or may not raise capital other than their own subscription and, that the Company may accept subscriptions from Purchaser as well as other Purchasers (if any) at any time. Purchaser acknowledges and agrees that all subscriptions are irrevocable and binding commitments on the part of the Purchaser and that once their funds have been tendered to the Company with the appropriate subscription documents and their subscription

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received. The Company may reject any subscriptions in whole or in part for any reason or for no reason and shall return funds to the Purchaser to the extent of such non accepted funds, or, retains the right to hold the same for acceptance or rejection at a future closing, until the Closing Date. If the Company does not accept a Purchaser’s subscription in whole or in part, any unused subscription funds shall be returned to Purchaser on the Closing Date.

3.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

As a material inducement to Purchaser to enter into this Agreement and to purchase the Units, the Company represents and warrants that the following statements are true and correct in all material respects as of the date hereof and will be true and correct in all material respects at Closing, except as expressly qualified or modified herein.

3.1.Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York and has full corporate power and authority to enter into and perform its obligations under this Agreement, and to own its properties and to carry on its business in all jurisdictions as presently conducted and as proposed to be conducted. The Company and its subsidiaries have all government and other licenses and permits and authorizations to do business in all jurisdictions where their activities require such license, permits and authorizations, except where failure to obtain any such license, permit or authorization will not have a Material Adverse Effect, as defined herein. The Company’s subsidiaries and their jurisdiction of organization are as set forth on Schedule 3.1.

3.2.Capitalization. As of December 31, 2016, the Company is authorized to issue 240,000,000 shares of Common Stock, of which, 10,103,525 shares were issued and outstanding. All outstanding shares of the Company’s capital stock have been duly authorized and validly issued, and are fully paid, non-assessable, and free of any preemptive rights. There is only one class and series of common stock of the Company, without any special series, rights, preferences or designations assigned to any particular shares of Common Stock. The Company does not have any outstanding notes, convertible debt, derivative securities or notes other than as specifically set forth on Schedule 3.2 annexed hereto.

3.3.Authorization and Enforcement. This Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations hereunder and thereunder.

3.4.Reservation and Valid Issuance of Securities. Upon payment of the Purchase Price and issuance of the Shares and Warrants, said Shares and Warrants will be duly authorized, validly issued fully paid and non-assessable, and the Warrants will be fully enforceable as against the Company. The Company shall irrevocably reserve (both in its minutes and by providing notice to its transfer agent) the number of shares into which the Warrants are initially exercisable, and will increase the amount of shares reserved for issuance in the event of any adjustment required to satisfy the Warrant exercise terms from time to time. The Warrant Shares issuable upon exercise of the Warrants pursuant to terms of the Warrants will be deemed duly authorized, validly issued, fully

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paid and non-assessable. The Warrants will be, free and clear of any security interests, liens, claims or other encumbrances, other than restrictions upon transfer under federal and state securities laws. The shares of each Subsidiary are duly authorized, validly issued, fully paid and non assessable and held by the Company which has sole, and unencumbered marketable title and is the sole owner.

3.5.No Conflict, Breach, Violation or Default; Third Party Consents. The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Articles of Incorporation or the Company’s Bylaws, both as in effect on the date hereof (collectively, the “Company Documents”), (ii) any shareholder agreement or voting agreement to which any officer, director or holder of more than 5% of the Company’s securities is a party to, or (iii) any statute, rule, regulation or order of any governmental agency, self-regulatory agency, securities regulatory or insurance regulatory agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its assets or properties, or (iv) any material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of its assets or properties is subject; except in the case of each of clauses (iii) and (iv), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. No approval of or filing with any governmental authority or other third party entity or person (other than the board of directors of the Company on behalf of the Company) is required for the Company to enter into, execute or perform this Agreement or any Transaction Document.

3.6.No Material Adverse Change. Since December 31, 2016, except as identified and described in the SEC Reports (as defined below) or in Schedule 3.6, there has not been:

(a)any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the financial statements included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2016 except for changes in the ordinary course of business which have not had and could not reasonably be expected to have a material adverse effect on the Company’s assets, properties, financial condition, operating results or business of the Company taken as a whole other than an effect primarily or proximately resulting from (A) changes in general economic or market conditions affecting the industry generally in which the Company operates, which changes do not disproportionately affect the Company as compared to other similarly situated participants in the industry in which the Company operates; (B) changes in applicable law or GAAP; and (C) acts of terrorism, war or natural disasters which do not disproportionately affect the Company (as such business is presently conducted) (a “Material Adverse Effect”), individually or in the aggregate;

(b)any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the Company, or any redemption or repurchase of any securities of the Company;

(c)any material damage, destruction or loss, whether or not covered by insurance, to any assets, licenses, government permits, self-regulatory agency permit or license, or properties of the Company;

(d)any waiver, not in the ordinary course of business, by the Company of a material right or of a material debt owed to it;

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(e)any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which has not had a Material Adverse Effect;

(f)any change or amendment to Company documents, or material change to any material contract or arrangement by which the Company is bound or to which any of its assets or properties is subject;

(g)any material labor difficulties, labor disputes, non-compete or similar disputes, or labor union organizing activities with respect to employees of the Company;

(h)any material transaction entered into by the Company other than in the ordinary course of business;

(i)the loss of the services of any key employee, salesperson, or material change in the composition or duties of the senior management of the Company;

(j)the loss or threatened loss of any customer which has had or could reasonably be expected to have a Material Adverse Effect;

(k)any default of any indebtedness or, to the knowledge of the Company, breach of contract agreement, in each case with aggregate liabilities of greater than $50,000; or

(l)any other event or condition of any character that has had or could reasonably be expected to have a Material Adverse Effect.

3.7.SEC Reports and Financial Statements.

(a)The Company has made available to each Purchaser through the SEC’s EDGAR system accurate and complete copies (excluding copies of exhibits) of each report, quarterly report, annual report, current report, registration statement, and definitive proxy statement or information statement filed by the Company with the United States Securities and Exchange Commission (“SEC”) since December 31, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC have been so filed. To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b)Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC,

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and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations of the Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

3.8.Securities Law Compliance. Assuming the accuracy of the representations and warranties of each Purchaser (and all other Purchasers in this offering), set forth in Section 4 of this Agreement, the offer and sale of the Securities comprising the Units will constitute an exempted transaction under the Securities Act, and registration of the Shares, or Warrants under the Securities Act for issuance herein (or of the Warrant Shares for issuance upon exercise of the Warrants) is not required. The Company shall make such filings as may be necessary to comply with the Federal securities laws and the “blue sky” laws of any state in connection with the offer and sale of the Securities, which filings will be made in a timely manner.

3.9.Tax Matters. The Company has timely prepared and filed all tax returns required to have been filed by the Company with all appropriate governmental agencies and timely paid all taxes shown thereon or otherwise owed by it. Except as set forth on Schedule 3.9, the charges, accruals and reserves on the books of the Company in respect of taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against the Company nor, to the Company’s Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which is not material to the Company, taken as a whole. All taxes and other assessments and levies that the Company is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due. There are no tax liens or claims pending or, to the Company’s Knowledge, threatened against the Company or any of its assets or property. There are no outstanding tax sharing agreements or other such arrangements between the Company or other corporation or entity. For the purposes of this agreement, “Company’s Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the Securities Act) of the Company.

3.10.Title to Properties. Except as disclosed in the SEC Reports, the Company has good and marketable title to all real properties and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them; and except as disclosed in the SEC Reports or Schedule 3.10, the Company holds any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof by them.

3.11.Intellectual Property.

Except as provided in the SEC Reports:

(a)All Intellectual Property of the Company or its Subsidiaries is currently in compliance with all legal requirements (including timely filings, proofs and payments of fees) and is valid and enforceable. No Intellectual Property of the Company which is necessary for the conduct of Company’s businesses as currently conducted has been or is

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now involved in any cancellation, dispute or litigation, and, to the Company’s Knowledge, no such action is threatened.

(b)All of the licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property which are necessary for the conduct of the Company’s business as currently conducted to which the Company is a party or by which any of its assets are bound (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $10,000 per license) (collectively, “License Agreements”) are valid and binding obligations of the Company and, to the Company’s Knowledge, the other parties thereto, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, and there exists no event or condition which will result in a material violation or breach of or constitute (with or without due notice or lapse of time or both) a default by the Company under any such License Agreement.

(c)The Company owns or has the valid right to use all of the Intellectual Property that is necessary for the conduct of the Company’s business as currently conducted and for the ownership, maintenance and operation of the Company’s properties and assets, free and clear of all liens, encumbrances, adverse claims or obligations to license all such owned Intellectual Property and Confidential Information, other than licenses entered into in the ordinary course of the Company’s business. The Company has a valid and enforceable right to use all third party Intellectual Property and Confidential Information used or held for use in the business of the Company.

(d)To the Company’s Knowledge, the conduct of the Company’s business as currently conducted does not infringe or otherwise impair or conflict with (collectively, “Infringe”) any Intellectual Property rights of any third party or any confidentiality obligation owed to a third party, and, to the Company’s Knowledge, the Intellectual Property and Confidential Information of the Company which are necessary for the conduct of the Company’s business as currently conducted are not being Infringed by any third party. There is no litigation or order pending or outstanding or, to the Company’s Knowledge, threatened or imminent, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Intellectual Property or Confidential Information of the Company and the Company’s use of any Intellectual Property or Confidential Information owned by a third party, and, to the Company’s Knowledge, there is no valid basis for the same.

(e)The consummation of the transactions contemplated hereby and by the other Transaction Documents will not result in the alteration, loss, impairment of or restriction on the Company’s ownership or right to use any of the Intellectual Property or Confidential Information which is necessary for the conduct of the Company’s business as currently conducted.

(f)The Company has taken reasonable steps to protect the Company’s rights in its Intellectual Property and Confidential Information. To the Company’s Knowledge there has been no material disclosure of any Confidential Information to any third party.

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3.12.Environmental Matters. To the Company’s Knowledge, the Company (i) is not in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), (ii) does not own or operate any real property contaminated with any substance that is subject to any Environmental Laws, (iii) is not liable for any off-site disposal or contamination pursuant to any Environmental Laws, or (iv) is not subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had or could reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.

3.13.Litigation. Except as disclosed in Schedule 3.13, there are no pending material actions, suits or proceedings against or affecting the Company, or any of its properties; and to the Company’s Knowledge, no such actions, suits or proceedings are threatened or contemplated against the Company.

3.14.No Directed Selling Efforts or General Solicitation. Neither the Company nor any Person, as defined below, acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities. “Person” means any individual, corporation, company, limited liability company, partnership, limited liability partnership, trust, estate, proprietorship, joint venture, association, organization or entity.

3.15.No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the Securities Act. For purposes of this Agreement, “Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common control with, such Person.

3.16.Questionable Payments.To the best of Company’s Knowledge, none of its current or former stockholders, directors, officers, employees, agents or other Persons acting on behalf of the Company, has on behalf of the Company or in connection with its business: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (iii) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (iv) made any false or fictitious entries on the books and records of the Company; or (v) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature.

3.17.Transactions with Affiliates. Except as disclosed in the SEC Reports, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any transaction with the Company (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any

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officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

3.18.Internal Controls. Except as set forth in the SEC Reports, the Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company except where such noncompliance could not have or reasonably be expected to result in a Material Adverse Effect. The Company maintains, and continue to maintain for so long as any Securities are held by Purchaser, a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability both in conformity with GAAP and the applicable provisions of the 1934 Act, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth in the SEC Reports, the Company has established disclosure controls and procedures (as defined in the 1934 Act Rules 13a-14 and 15d-14) and designed such disclosure controls and procedures to ensure that material information relating to the Company, including the subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed period report under the 1934 Act, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 308 of Regulation S-K for smaller reporting companies) or, to the Company’s Knowledge, in other factors that could significantly affect the Company’s internal controls.

3.19.Disclosures. Except for disclosures made to the Purchasers or their advisors under the terms of a Non-Disclosure Agreement, neither the Company nor any Person acting on its behalf has provided the Purchasers or their agents or counsel with any information that constitutes or might constitute material, non-public information. The written materials delivered to the Purchaser in connection with the transactions contemplated by the Transaction Documents do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

3.20.No Market Manipulation. The Company and its Affiliates have not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Securities or affect the price at which the Securities may be issued or resold.

3.21.Information Concerning Company; Company Not a Shell. The SEC Reports and Transaction Documents contain all material information relating to the Company and its operations and financial condition as of their respective dates which information is required to be disclosed therein. Since the date of the financial statements included in the Reports, and except as modified in the Transaction Documents, in disclosures made by the Company to the Purchaser pursuant to a Non-Disclosure Agreement, or in the Schedules hereto, there has been no Material Adverse Effect

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relating to the Company's business, financial condition or affairs not disclosed in the SEC Reports. The SEC Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, taken as a whole, not misleading in light of the circumstances when made. The Company is not and, to the knowledge of management of the Company has never been a “shell” as such term is defined by rules and interpretations of the SEC.

3.22.Stop Transfer. The Company will not issue any stop transfer order or other order impeding the sale, resale or delivery of any of the Securities, except as may be required by any applicable federal or state securities laws and unless contemporaneous notice of such instruction is given to the affected Purchaser.

3.23.No General Solicitation. Neither the Company, nor any of its Affiliates, nor to Company’s Knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Securities

3.24.Dilution. The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company’s equity or rights to receive equity of the Company. The Board of Directors of the Company has concluded, in its good faith business judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Warrant Shares upon exercise of the Warrants, is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

3.25.Foreign Corrupt Practices. Neither the Company, nor to the Knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

3.26.OFAC. Neither Company, nor to the Company’s Knowledge, any director, officer, agent, employee, Affiliate or Person acting on behalf of the same, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Seller will not directly or indirectly use the proceeds of the sale of the Common Stock, or lend, contribute or otherwise make available such proceeds to joint venture partner or other Person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

3.27.Anti-Money Laundering. The operations of the Company have been conducted at all times in compliance with the money laundering requirements of all applicable governmental authorities and any related or similar rules, regulations or guidelines, issued, administered or enforced

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by any governmental authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental authority or any arbitrator involving Company with respect to the Money Laundering Laws is pending or, to the best knowledge of Company, threatened.

3.28.Third Party Beneficiaries. The Company acknowledges that the investors in Purchaser and its manager, are direct intended beneficiaries of the representations, warranties and covenants made by the Company hereby and in the other Transaction Documents and that said persons will review and rely on said statements.

4.REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER.

Each Purchaser individually and not jointly hereby represents warrants and covenants with the Company as follows:

4.1.Legal Power. Purchaser has the limited liability company power and is authorized to enter into this Agreement, to purchase the Shares and Warrants hereunder, and to carry out and perform its obligations under the terms of this Agreement or any other Transaction Documents to which it is a party.

4.2.Due Execution. The execution and performance of the terms under this Agreement and Purchaser Signature Page hereto, have been duly authorized, executed and delivered by such Purchaser, and, upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of such Purchaser.

4.3.Access to Information; Going Concern. Purchaser acknowledges that the Company’s auditors have expressed doubt, in their Audit Letter for 2016, about the Company’s ability to continue as a going concern. Purchaser further understands that an investment in the Securities involves a high degree of risk and long term or permanent illiquidity, including, risk of loss of their entire investment. Purchaser represents and warrants that Purchaser or its advisors have been provided information by the Company pursuant to a Non-Disclosure Agreement with respect to certain material potential transactions, financial matters, and other aspects of the Company’s business and business plans that have not yet been disclosed to the public in the SEC Reports. Purchaser and its members and manager have been given full and complete access to the Company for the purpose of obtaining such information as such Purchaser or its qualified representative has reasonably requested in connection with the decision to purchase the Securities. Purchaser represents that such Purchaser and its investors have received and reviewed copies of the SEC Reports. Purchaser represents that such Purchaser has been afforded the opportunity to ask questions of the officers of the Company regarding its business prospects and the Shares and Warrants, all as Purchaser or Purchaser’s investor’s representatives necessary to make an informed investment decision to purchase the Shares and Warrants.

4.4.Restricted Securities.

(a)Purchaser has been advised that none of the Securities have been registered under the Securities Act or any other applicable securities laws and that Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein which are partially dependent on the information

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provided by Purchasers’ investors. Each Purchaser acknowledges that the Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available.

(b)Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws.

(c)Each Purchaser understands and acknowledges that the certificates representing the Shares and Warrants and, if issued, the Warrant Shares, will bear substantially the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.”

(d)Each Purchaser acknowledges that an investment in the Shares and Warrants (and, if exercised, the Warrant Shares) is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Securities. Each Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

4.5.Purchaser Sophistication and Ability to Bear Risk of Loss. Purchaser acknowledges that it is able to protect its interests in connection with the acquisition of the Securities and can bear the economic risk of investment in such securities without producing a material adverse change in such Purchaser’s financial condition. Purchaser, either alone or with such Purchaser’s representative(s), otherwise has such knowledge and experience in financial or business matters that such Purchaser is capable of evaluating the merits and risks of the investment in the Securities.

4.6.No Group Purchase. Each Purchaser represents and warrants that they are not acting as part of a group with other Purchasers herein or other shareholders of the Company. Each Purchaser and their assignee knows and understands that they are not acting as part of a group and that they shall make their own investment decisions and their own voting, control and dispositive decisions

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for so long as they hold securities. Similarly, each Purchaser and their assignee is responsible for their own internal compliance with Section 13 and Section 16 of the Exchange Act.

4.7.No Advertising. Each Purchaser has not received any general solicitation or advertising regarding the offer of the Units or any of the Securities.

4.8.[Omitted].

4.9.[Omitted].

4.10.[Omitted].

4.11.Public Statements. The Purchaser agrees not to issue any public statement with respect to the Offering, Purchaser’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law.

4.12.Acceptance or Rejection. The Purchaser understands, acknowledges and agrees with the Company that this subscription may be rejected, in whole or in part, by the Company, in the sole and absolute discretion of the Company, at any time before any Closing notwithstanding prior receipt by the Subscriber of notice of acceptance of the Purchaser’s subscription, provided, however, that a full refund of any part of the Purchase Price tendered shall be a condition to such rejection, and provided further, however, that no Closing shall occur absent specific written consent and disbursement instructions of the Purchaser and the Company that it wishes to close the financing.

4.13.Confidential. The Purchaser acknowledges that the information made available to the Purchaser other than the SEC Reports is confidential and non-public and agrees that all such information shall be kept in confidence by the Purchaser and neither used by the Purchaser for the Purchaser’s personal benefit (other than in connection with this subscription) nor disclosed to any third party for any reason, notwithstanding that Purchaser’s subscription may not be accepted by the Company or a Closing may not occur for any reason if not consented to by Purchaser; provided, however, that (a) the Purchaser may disclose such information to its affiliates and advisors who may have a need for such information in connection with providing advice to the Purchaser with respect to its investment in the Company so long as such affiliates and advisors have an obligation of confidentiality, and (b) this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision), (iii) is being disclosed pursuant to a subpoena or court order or is otherwise required to be provided by law, or (iv) is received from third parties without an obligation of confidentiality (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company).

4.14.Reliance on Purchaser Representations. The Purchaser understands that the Shares and Warrants being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of such Subscriber to acquire the Units.

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5.COVENANTS OF COMPANY.

5.1.Covenants of the Company.

(a)The Company hereby covenants to maintain, reserved and authorized for issuance upon exercise of the Warrants, such number of Warrant Shares as equals the amount of shares that such Warrants are convertible into or exchangeable for at any time and from time to time. Said reservation of shares shall be both by irrevocable resolution of the Board of Directors of the Company as well as by irrevocable instruction to the Company’s transfer agent. The Company hereby further agrees to take all further acts, including amending its charter or amending any filing with any exchange or quotation service in order to effectuate the foregoing.

(b)The Company covenants and agrees with the Purchaser commencing after the Closing and continuing for so long as Purchasers in this offering own at least 51% of the Shares issued hereunder (as adjusted for stock splits and similar adjustments), the Company may not take the following actions without consent of Aracle Management, LLC, which shall not be unreasonably withheld or conditioned, with the understanding that Aracle Management, LLC is explicitly not acting as representative of any other Purchaser or person and may or may not consult with, provide notice to or advise, other Purchasers in this offering:

(i)make any loan or advance in excess of $25,000 to any person or entity, except for extensions of credit on commercial transactions entered into in the ordinary course of business;

(ii)guarantee any indebtedness of any person or entity other than the Company or its subsidiaries;

(iii)make any investment in securities other than US money market funds, FDIC insured CD accounts, and ownership of securities issued by the Company’s subsidiaries; or

(iv)merge with any subsidiary in any transaction where the share ownership of the Company changes or the rights (whether by operation of law, contractual or otherwise) of any Purchaser are eliminated or materially modified.

5.2.Payment for Legal Opinions and Removal of Legends. The Company shall cover all costs associated with removal of any Securities Act restrictive legends, including, without limitation, the cost of replacement certificates and opinion or letter of Company counsel to the transfer agent, as well as delivery costs, for all Shares and Warrant Shares.

5.3.Additional Share Issuances; Full Ratchet Share Adjustment.

(a)Full Ratchet Adjustment. In the event that at any time commencing the first Closing and continuing for a period of twelve (12) months (as may be adjusted, the “Adjustment Period”) following the Closing or termination of the offering of Units offered in this offering, except for Excepted Issuances (as defined in Section 5.3(c)), the Company shall agree to issue or actually issue or grant the right to receive any Common Stock, preferred securities, or securities convertible, exercisable or exchangeable for shares of Common Stock (or modify any of the foregoing which may be outstanding) (“Common Stock

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Equivalent”) to any person or entity at a price per share or conversion price or exercise price per share (the “Lower Per Share Price”) which shall be less than the per share purchase price of initially $0.80, as adjusted for stock splits, dividends and reclassifications, (the “Per Share Price”) then in effect (“Lower Price Issuance”), then, automatically and without any obligation of or notice to Purchaser, the Company shall issue to the Purchaser such number of additional shares of Common Stock (the “Additional Shares”) as equals the difference between (x) (i) the Purchase Price paid for the Shares hereunder divided by (ii) the Lower Per Share Price, less (y) the number Shares previously issued to the Purchaser (including any Additional Shares issued in prior applications of the provisions of this Section 5.3(a)). Thereafter, and for purposes of calculating future adjustments or issuances of Additional Shares, the Per Share Price shall be amended and revised to be the Lower Per Share Price for purposes of future calculations of this adjustment. Certificates for Additional Shares shall be unconditionally delivered and issued in electronic book entry form to the broker dealer or custodian designated by Purchaser (or, if the Company is not eligible to issue securities in book entry form, or if the Purchaser specifically requests hard copy, then by Federal Express to the Purchaser) within 5 business days of the date of the Lower Price Issuance of Common Stock or Common Stock Equivalents (or, if earlier, date of commitment to make the Lower Price Issuance of Common Stock or Common Stock Equivalents). The Company acknowledges and agrees that the Purchasers and their assigns may be irreparably harmed and injured (including loss of profits) if certificates of Additional Shares are not issued promptly in accordance with the provisions hereof and shall compensate, in addition to enforcement costs, litigation costs and legal fees, any lost profits or expenses of Purchaser or their rightful assigns in the event that a court finds in favor of such any of such persons in any action by such persons to enforce their rights. Notwithstanding the foregoing, and for avoidance of doubt, adjustments and issuance of Additional Shares shall only be issued and granted if and to the extent that Shareholders hold Shares at the time of issuance or commitment for such Common Stock Equivalent transaction. Notwithstanding the foregoing, the number of Additional Shares that are issuable shall not exceed 2,175 shares of Common Stock per Unit.

(b)Effective Price. For purposes of this Section 5.3, in connection with any issuance of any Common Stock Equivalents, (i) the maximum number of shares of Common Stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “Deemed Number”) shall be deemed to be outstanding or subscribed for and required to be issued upon issuance of such Common Stock Equivalents, (ii) the deemed issue price (“Effective Price”) applicable to such Common Stock Equivalents shall equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common Stock, divided by the Deemed Number, and (iii) no further adjustment shall be made to the Per Share Price upon the actual issuance of Common Stock upon conversion exercise or exchange of such Common Stock Equivalents if issued at or higher than the Effective Price. Common Stock issued or issuable by the Company for no consideration will be deemed to have been issued or to be issuable for $0.001 per share of Common Stock.

(c)Excepted Issuances. For purposes of Section 5.3, “Excepted Issuance” shall mean in respect to: (i) Common Stock or Common Stock Equivalents issued in connection with this Agreement or otherwise related to this Agreement for other or subsequent investors in said offering under the same terms, (ii) the Company’s issuance of

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Common Stock or Common Stock Equivalents upon the exercise or conversion of options, warrants or convertible notes or other securities, outstanding on the date hereof as specifically described in SEC Reports (but not if the amounts and exercise prices of the same are not both already described in the SEC Reports or if they are subsequently adjusted to an Effective Price below the Per Share Price in this offering) or specifically disclosed herein, (iii) grants or issuances to officers, directors or employees or other service providers in connection with Board approved (including majority of disinterested and independent board members) stock option, stock, incentive or similar plan to the extent that such plan is in effect and has securities remaining issuable under said plan as of the date of this Agreement (iv) the issuance of securities as full or partial consideration in connection with a bona fide merger, asset acquisition, joint venture or reorganization (other than a mere reincorporation transaction) approved by the Board of Directors of the Company and the majority of disinterested members of the Board. For avoidance of doubt, the foregoing Excepted Issuance exceptions shall only apply during the period in which anti-dilution adjustments are made for Lower Price Issuances in accordance with Section 5.3. Common Stock issued or issuable by the Company for services will be deemed to have been issued or to be issued for the value booked in the Company’s public financial statements, or as booked on the recipients 1099 or other tax reporting by the Company in connection with such issuance, whichever is higher.

5.4.Trading on OTC. Purchaser acknowledges that the Company gave notice to the NYSE MKT on April 20, 2017 of Purchaser’s intent to delist its shares of Common Stock from the NYSE MKT so that they can be quoted on an OTC market, beginning on or about May 2, 2017.

5.5.Insider Information. The Company shall not provide to Purchaser or its managers or control persons any information that would be deemed confidential or “insider” information in accordance with Regulation FD in the absence of a Non-Disclosure Agreement. In the event that such Purchaser is provided with confidential information for any reason, the Company shall, upon request of Purchaser and within 7 calendar days, either (i) file or furnish such information on a Current Report on Form 8-K or on such other report as the Company deems appropriate in accordance with Regulation FD or (ii) advise Purchaser that said information is not material or has otherwise become stale and irrelevant.

5.6.[Omitted].

5.7.Filing of Reports. For so long as the Purchaser owns any Shares or Warrants (including Warrant Shares) acquired hereby, the Company shall file on a timely basis, any and all SEC Reports or amendments thereto, as it is required to file in order to remain fully current with all of its reporting obligations under the Exchange Act so as to enable sales without resale limitations, pursuant to Rule 144, as amended (“Rule 144 Sales”). The Company shall pay for all opinions or similar letters to its transfer agent, as well as pay for all transfer agent and liquidator costs, relating to the removal of the Rule 144 restrictive legend on share certificates representing the Shares or Warrant Shares. For avoidance of doubt, all references herein to filings to be made on a “timely basis” shall include and mean, any extension periods permissible under Rule 12b-25 of the Exchange Act, provided that the Company has complied with such rule, but not beyond said extension date.

6.COVENANTS OF THE COMPANY AND PURCHASER RELATING TO REGISTRATION.

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6.1.Use of Proceeds. The Company shall also at or before closing pay to their stock transfer agent the cost of all Share certificates anticipated to be issued. The Company intends to employ the remaining net proceeds (i.e. after all legal costs, offering costs, etc.) from the purchase and sale of the Units for purposes of working capital, marketing, acquisitions, expansion and to further the operations of the Company only.

6.2.Registration Rights. For purposes of this Section 6.2, all references to the Purchaser shall be deemed to mean and include, the Purchaser, and their respective assigns as holders of Registrable Securities (as defined in Section 6.2 below).

(a)Piggyback Registration. The Company agrees that if it proposes to file a registration statement with respect to any of its shares on a Form S-1 or S-3 with the Securities and Exchange Commission, then the Company shall give prompt written notice to each Purchaser and, subject to the advice of the managing underwriter (if any) described below, shall include in such registration (a “Piggyback Registration”), all of the Registrable Securities (as defined below) with respect to which the Company has received written requests for inclusion therein within 15 days after the date of the Company’s notice. The Company may postpone or withdraw the filing or effectiveness of a Piggyback Registration in its sole discretion. Each Purchaser shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to effectiveness of such registration. If a Piggyback Registration is an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of equity securities requested to be included in such registration exceeds the number which can be sold in such offering and/or that the number of shares of Registrable Securities proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Purchasers on the basis of the number of shares requested to be registered by such Purchasers; provided that in any event the Purchasers shall be entitled to register the offer and sale or distribute at least 25% of the securities to be included in any such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering and/or that the number of shares of Registrable Securities proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration the securities requested to be included therein (including the Registrable Securities requested to be included in such registration), pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders.

(b)Registrable Securities. The term Registrable Securities as used herein means all Shares and Warrant Shares, or any other common stock or securities issued in exchange therefore. Securities shall no longer be deemed Registrable Securities at such time as said securities are first eligible for re-sale pursuant to Rule 144.

(c)Registration Process. In connection with the registration of the Registrable Securities pursuant to Section 6.2(a), the Company shall:

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(i)Prepare and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(ii)Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn;

(iii)Furnish to each Purchaser and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities;

(iv)Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(v)As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an

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untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request;

(vi)As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;

(vii)Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; and

(viii)Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common Stock.

(d)Obligations and Acknowledgements of the Purchasers. In connection with the registration of the Registrable Securities, each Purchaser shall have the following obligations and hereby make the following acknowledgements:

(i)It shall be a condition precedent to the obligations of the Company to include the Registrable Securities in the Registration Statement that each Purchaser wishing to participate in the Registration Statement (i) shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and (ii) shall execute such documents in connection with such registration as the Company may reasonably request. Prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser (the “Requested Information”) if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. If a Purchaser notifies the Company and provides the Company the information required hereby prior to the time the Registration Statement is declared effective, the Company will file an amendment to the Registration Statement that includes the Registrable Securities of such Purchaser provided, however, that the Company shall not be required to file such amendment to the Registration Statement at any time less than five (5) business days prior to the effective date.

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(ii)Each Purchaser agrees to cooperate with the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement;

(iii)Each Purchaser agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 6.2(b) or 6.2(c)(vi), such Purchaser shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6.2(c)(v) and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice; and

(iv)Each Purchaser acknowledges that it may be deemed to be a statutory underwriter within the meaning of the Securities Act with respect to the Registrable Securities being registered for resale by it, and if a Purchaser includes Registrable Securities for offer and sale within a Registration Statement such Purchaser hereby consents to the inclusion in such Registration Statement of a disclosure to such effect.

(e)Expenses of Registration. All expenses (other than underwriting discounts and commissions and the fees and expenses of a Purchaser’s counsel) incurred in connection with registrations, filings or qualifications pursuant to this Section 6.2, including, without limitation, all registration, listing, and qualifications fees, printing and engraving fees, accounting fees, and the fees and disbursements of counsel for the Company, shall be borne by the Company.

(f)Indemnification and Contribution.

(i)Indemnification by the Company. The Company shall indemnify and hold harmless each Purchaser and each underwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each Person who controls such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act (each such Person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company

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hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by such Indemnified Person expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 6.2(c), the use by the Indemnified Person of an outdated or defective Prospectus after the Company has provided to such Indemnified Person an updated Prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability.

(ii)Indemnification by the Purchasers and Underwriters. Each Purchaser agrees, as a consequence of the inclusion of any of its Registrable Securities in a Registration Statement, and each underwriter, if any, which facilitates the disposition of Registrable Securities shall agree, severally and not jointly, as a consequence of facilitating such disposition of Registrable Securities to (i) indemnify and hold harmless the Company, its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of the Company), its officers who sign any Registration Statement and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the 1934 Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Purchaser or underwriter expressly for use therein, and (ii) reimburse the Company for any legal or other expenses incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that such Purchaser shall not be liable under this Section 6.2(f) for any amount in excess of the net proceeds paid to such Purchaser in respect of Registrable Securities sold by it.

(iii)Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 6.2(f) (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to this Section 6.2(f) is being sought (the “Indemnifying Party”) of the commencement thereof; but

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the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out of pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

(iv)Contribution. If the indemnification provided for in this Section 6.2(f) is unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party in connection with the statements or omissions or alleged statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or by such Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.2(f)(iv) were determined

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by pro rata allocation (even if the Purchasers or any underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6.2(f)(iv). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(v)Limitation on Purchasers’ and Underwriters’ Obligations. Notwithstanding any other provision of this Section 6.2(f), in no event shall (i) any Purchaser have any liability under this Section 6.2(f) for any amounts in excess of the dollar amount of the proceeds actually received by such Purchaser from the sale of Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) pursuant to any Registration Statement under which such Registrable Securities are registered under the Securities Act and (ii) any underwriter be required to undertake liability to any Person hereunder for any amounts in excess of the aggregate discount, commission or other compensation payable to such underwriter with respect to the Registrable Securities underwritten by it and distributed pursuant to the Registration Statement.

(vi)Other Liabilities. The obligations of the Company under this Section 6.2(f) shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and the obligations of any Indemnified Person under this Section 6.2(f) shall be in addition to any liability which such Indemnified Person may otherwise have to the Company. The remedies provided in this Section 6.2(f) are not exclusive and shall not limit any rights or remedies which may otherwise be available to an indemnified party at law or in equity.

(g)Rule 144. With a view to making available to the Purchasers the benefits of Rule 144, the Company agrees to use its best efforts to:

(i)comply with the provisions of paragraph (c)(1) of Rule 144; and

(ii)file with the SEC in a timely manner all reports and other documents required to be filed by the Company pursuant to Section 13 or 15(d) under the 1934 Act; and, if at any time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of any Purchasers, make available other information as required by, and so long as necessary to permit sales of, its Registrable Securities pursuant to Rule 144.

(h)Common Stock Issued Upon Stock Split, etc. The provisions of this Section 6.2 shall apply to any shares of Common Stock or any other securities issued as a dividend or distribution in respect of the Shares or the Warrant Shares.

(i)Termination of Registration Rights. The registration rights granted in this Section 6.2 shall terminate with respect to a Security upon the date such Security is first eligible to be resold pursuant to Rule 144 of the Securities Act.

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7.CONDITIONS.

7.1.Conditions Precedent to the Obligation of the Company to Close and to Sell the Units. The obligation hereunder of the Company to close and issue and sell the Units to the Purchasers at a Closing is subject to the satisfaction or waiver, at or before such Closing of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company Purchaser at any time in their sole discretion.

(a)Accuracy of the Purchaser’s Representations and Warranties. The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of such Closing as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

(b)Performance by the Purchasers. Purchaser shall have performed, satisfied, and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to such Closing.

(c)No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

(d)Delivery of Purchase Price. The Purchase Price for the Shares and Warrants shall be available in cleared funds and authorized by the Company and Purchaser, in their sole and absolute discretion, for distribution on such Closing in accordance with the terms hereof.

(e)Delivery of Transaction Documents. The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

7.2.Conditions Precedent to the Obligation of the Purchasers to Close and to Purchase the Shares. The obligation hereunder of the Purchasers to purchase the Shares and Warrants and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or before such Closing, of each of the conditions set forth below. These conditions are for the Purchasers’ sole benefit and may be waived by the Purchaser or its manager at any time in their sole discretion.

(a)Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents shall be true and correct in all material respects as of such Closing, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.

(b)Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such Closing. The Company shall also have made all payments and performed

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and satisfied all other obligations of Company pursuant to the Summery Term Sheet entered into in connection with this Offering.

(c)[Omitted].

(d)No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

(e)No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been initiated, against the Company, or any of the officers, directors or affiliates of the Company seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

(f)Shares and Warrants. At the Closing, the Company shall have delivered to the Purchasers the Shares and Warrants along with all appropriate board resolutions or other necessary documentation in order to issue the Shares and Warrants in such denominations as Purchaser may request. The Company shall also deliver this Agreement, duly executed by the Company.

(g)[Omitted].

(h)[Omitted].

(i)Material Adverse Effect. No Material Adverse Effect shall have occurred since December 31, 2016, and shall be continuing as of such Closing Date.

(j)[Omitted].

(k)[Omitted.]

8.NO PLACEMENT AGENT/LEGAL FEES.

8.1.Placement Agent’s Commissions; Sub-Agent’s Commissions. There are no placement agents, finders or other intermediaries in connection with the offering and neither the Company nor any Purchaser is paying or is required to pay any party a fee in connection with Offering of Units hereby.

8.2.[Reserved]

9.MISCELLANEOUS.

9.1.Indemnification. Each Purchaser agrees to defend, indemnify and hold the Company harmless against any liability, costs or expenses arising as a result of any dissemination of any of the Securities by such Purchaser in violation of the Securities Act or applicable state securities law.

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9.2.Governing Law. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. Each of the parties hereto and their assigns hereby consents to the exclusive jurisdiction and venue of the Courts of the State of New York, located in the City and County of New York and the United States District Court, Southern District, for the State of New York with respect to any matter relating to this Agreement and performance of the parties’ obligations hereunder, the documents and instruments executed and delivered concurrently herewith or pursuant hereto and performance of the parties’ obligations thereunder and each of the parties hereto hereby consents to the personal jurisdiction of such courts and shall subject itself to such personal jurisdiction. Any action, suit or proceeding relating to such matters shall be commenced, pursued, defended and resolved only in such courts and any appropriate appellate court having jurisdiction to hear an appeal from any judgment entered in such courts. The parties irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. Service of process in any action, suit or proceeding relating to such matters may be made and served within or outside the State of New York by registered or certified mail to the parties and their representatives at their respective addresses specified in Section 9.7, provided that a reasonable time, not less than thirty (30) days, is allowed for response. Service of process may also be made in such other manner as may be permissible under the applicable court rules. THE PARTIES HERETO WAIVE TRIAL BY JURY.

9.3.Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.

9.4.Entire Agreement. This Agreement and the Exhibits hereto and thereto, and the other documents delivered pursuant hereto and thereto, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants, or agreements except as specifically set forth herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

9.5.Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.6.Amendment and Waiver. Except as otherwise provided herein, any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely), with the written consent of the Company and a majority of the Purchasers, or, to the extent such amendment affects only one Purchaser, by the Company and such Purchaser. Any amendment or waiver effected in accordance with this Section shall be binding upon each future holder of any security purchased under this Agreement (including securities into which such securities have been converted) and the Company.

9.7.Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered personally, or sent by facsimile and in each case with a confirming email (with receipt confirmed), provided that a copy is mailed

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by registered mail, return receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested) in each case to the appropriate address set forth below:

If to the Company:    Hooper Holmes, Inc.

560 North Rogers Road

Olathe, Kansas 66062

Email: legal@hooperholmes.com

Attn: Legal Department

With a copy to:         Spencer Fane LLP

1000 Walnut Street, Suite 1400

Kansas City, MO 64106    

Facsimile: (816) 474-3216

Email: pmirakian@spencerfane.com

Attention: Pete Mirakian, Esq.

If to the Purchaser:    WH-HH Holdings, LLC

c/o Century Equity Partners

100 Federal Street, 29^th Floor

Boston, MA 02110

Email: fbazos@cepfunds.com and smarquardt@cepfunds.com

Attention: Frank Bazos and Stephen Marquardt

With a copy to:    Choate Hall & Stewart, LLP

2 International Place

Boston, MA 02110

Email: blenihan@choate.com and jpitfield@choate.com

Attention: Brian Lenihan and John Pitfield

9.8.Faxes, Electronic Mail and Counterparts. This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart of the Agreement or any exhibit attached hereto by facsimile transmission or electronic mail (any such delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute original forms hereof and deliver them in person to all other parties. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

9.9.Remedies; Specific Performance and Equitable Relief. The Company acknowledges and agrees that certain of its covenants and agreements are unique in nature and that remedies at law may not be sufficient to Purchaser. Accordingly, the Company explicitly agrees and acknowledges, that Purchaser shall be entitled to, without limiting other rights or remedies available to it, equitable remedies in enforcement of its rights hereunder. The Company explicitly waives the requirement of posting any bond in obtaining or requesting such equitable remedies.

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9.10.Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

9.11.Further Assurances. At any time and from time to time after the Closing, upon reasonable request of the other, each party shall do, execute, acknowledge and deliver such further acts, assignments, transfers, conveyances and assurances as may be reasonably required for the more complete consummation of the transactions contemplated herein.

9.12.Legal Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the parties hereto agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment on the merits reasonable attorneys’ fees, including attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.

APPLICABLE ONLY IN THE EVENT ANY UNITS ARE SOLD TO FLORIDA RESIDENTS - FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANY, AN AGENT OF THE COMPANY OR AN AUTHORIZED ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. THIS SALE IS BEING MADE IN FLORIDA. PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY PURCHASERS AS PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST. NOTICE SHOULD BE GIVEN TO THE COMPANY AT THE ADDRESS SPECIFIED HEREIN.

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[Counterpart Signature Page To Securities Purchase Agreement of

Hooper Holmes, Inc.]

WH-HH Holdings, LLC (“Purchaser”) hereby subscribes for the purchase of, and the Company hereby accepts the subscription of Purchaser with respect to 175 Units of the Company, comprising an aggregate of 2,187,500 Shares of Common Stock and 1,093,750 Warrants of the Company, at a Purchase Price of $10,000 per Unit, for an aggregate Purchase Price of $1,750,000.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth on the Purchase Signature Page hereto.

PURCHASER:

WH-HH Holdings, LLC

By:    /s/ Frank Bazos    

Name:    Frank Bazos    

Title:    Manager    

Date:     May 11        , 2017

-Accepted-

COMPANY:

HOOPER HOLMES, INC.

By:    /s/ Henry Dubois        

Name:    Henry Dubois

Title:     Chief Executive Officer

Date:    May 11    , 2017

The parties agree that, for accounting purposes, the value of the Warrants purchased hereby shall be $257,013.99 and the value of the Shares of Common Stock purchased hereby shall be $1,492,986.01

EXHIBIT A

Form of Common Stock Purchase Warrant

8094842v1

8094842v1

EX-10.6

Exhibit 10.6

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (“Agreement”) is made as of the date indicated below on the acceptance page hereof, by and between HOOPER HOLMES, INC., a New York corporation having its principal offices at 560 North Rogers Road, Olathe, Kansas 66062 (the “Company”) and the investors (each, a “Purchaser”) who execute a counterpart to this Agreement. Each Purchaser shall execute a separate Agreement with the amount being subscribed for set forth on their respective signature pages and with the understanding that all of the Agreements, taken together, constitute a single offering of the Company’s securities.

RECITALS

A.    The Company desires to obtain funds from each Purchaser in order to provide working capital for marketing, acquisitions, expansion and to further the operations of the Company.

B.    The Company is conducting a private offering (the “Offering”) of units (“Units” or “Securities”) consisting of up to 213 Units (each, a “Unit”), at a purchase price of $10,000.00 per Unit (the “Purchase Price”) each Unit consisting of 12,500 shares of Common Stock (the “Shares”) and 6,250 Common Stock Purchase Warrants substantially in the form as annexed hereto as Exhibit A (the “Warrants,” and the shares issuable upon exercise thereof, the “Warrant Shares”), for an aggregate offering amount of up to $2,130,000.00 for up to 2,662,500 Shares and 1,331,250 Warrants. The Warrants shall have an exercise price equal to $1.35 per Warrant Share (collectively the Shares, the Warrants and, if and to the extent the Warrants are exercised, the Warrant Shares shall be referred to herein as the “Securities”). There is no minimum offering amount and no assurance can be made that the full offering amount will be invested. The Offering is being conductedto satisfy a condition of SWK Funding LLC in connection with the Agreement and Plan of Merger dated March 7, 2017, among the Company, Piper Merger Corp., a New York corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Provant Health Solutions, LLC, a Rhode Island limited liability company (“Provant”) and Wellness Holdings, LLC, a Delaware limited liability company (the “Merger Agreement”), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Provant, with Provant becoming a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). The issuance of the Shares in the Offering is subject to the closing of the Merger.

C.    Purchasers under this Agreement that hold outstanding warrants to purchase shares of Common Stock of the Company (the “Outstanding Purchaser Warrants”) will have their Outstanding Purchaser Warrants cancelled at the Closing (as defined below) of this Offering.

D.    The offering of Units is being made directly by the Company without any placement agents, the Purchasers which are all Accredited Investors, as defined in Rule 506 of Regulation D of the Securities Act, as amended, on a “best efforts $2,130,000.00 maximum” basis. The Purchasers are not acting as a group for purposes of ongoing investment decision making process.

E.    There is no escrow agent in this offering and moneys will not be held in any segregated or secured account pending acceptance or rejection. Accordingly, there is also no minimum offering amount and your funds reflecting the Purchase Price will become immediately available for use by the Company and susceptible to rights of third party creditors without protection. Purchaser acknowledges and agrees that its subscription(s) are irrevocable and binding commitments on the part of the Purchaser and that once their funds have been tendered with the appropriate subscription documents the Company may utilize and disburse

funds and conduct a Closing and issue to Purchaser their respective Securities without any advanced consent or notice to Purchaser or the Company. The Company may reject any subscriptions in whole or in part for any reason or for no reason and shall return funds to the Purchaser to the extent of such non accepted funds. Alternatively, the Company retains the right to hold the same for acceptance or rejection at a future closing, until termination of the offering, at which time, any unused subscription funds shall be returned to Purchaser.

AGREEMENT

It is agreed as follows:

1.PURCHASE AND SALE OF UNITS.

1.1.Purchase and Sale. In reliance upon the representations and warranties of the Company and Purchaser contained herein and subject to the terms and conditions set forth herein, at the Closing, Purchaser shall purchase, and the Company shall sell and issue to Purchaser, 10 Units, at a negotiated purchase price (the “Purchase Price”) of $10,000 per Unit (i.e. $0.80 per Share and one-half Warrant) for an aggregate Purchase Price of $100,000 for 125,000 Shares and 62,500 Warrants. Partial Units may be accepted at the discretion of the Company and Purchaser. The Purchase Price and number of Shares (but not the number of Warrants) issued hereby may be adjusted as provided herein in Section 5 below. Purchasers may subscribe for additional Units from time to time until the maximum offering amount is sold.

1.2.Cancellation of Outstanding Purchaser Warrants. At the Closing, all Outstanding Purchaser Warrants held by or for the benefit of any Purchaser shall automatically expire and be of no further force or effect.

1.3.Purchase Conditioned Upon Closing of the Merger. The purchase described in Section 1.1 is hereby expressly conditioned upon, and shall only take effect, upon the closing of the Merger on or before the Closing Date. Purchaser and Company acknowledge and agree that, should the Merger fail close prior to the Closing Date, then this Agreement shall be null and void and of no further force or effect.

2.CLOSING.

2.1.Date and Time. The sale of Units will take place in one or more closings (“Closing”), subject to the satisfaction of all the parties hereto of their obligations herein. Each Purchaser shall submit an executed copy of this Agreement to the Company along with the Purchase Price which shall be deposited with the Company or its attorneys for the Company. The Closing of the sale of Units contemplated by this Agreement shall take place at the offices of the Company or at such other place as the Company and Purchaser shall agree in writing on or before June 30, 2017 (the “Closing Date”). Subscriptions that are not accepted will be returned with any funds (less wire fees). The Closing Date with respect to any Purchaser may be extended for up to two weeks upon consent of the Purchaser and Company.

2.2.No Escrow Agent. There is no escrow agent and no minimum offering amount. Purchaser understands and acknowledges that the Company may or may not raise capital other than their own subscription and, that the Company may accept subscriptions from Purchaser as well as other Purchasers (if any) at any time. Purchaser acknowledges and agrees that all subscriptions are irrevocable and binding commitments on the part of the Purchaser and that once their funds have been tendered to the Company with the appropriate subscription documents and their subscription

received. The Company may reject any subscriptions in whole or in part for any reason or for no reason and shall return funds to the Purchaser to the extent of such non accepted funds, or, retains the right to hold the same for acceptance or rejection at a future closing, until the Closing Date. If the Company does not accept a Purchaser’s subscription in whole or in part, any unused subscription funds shall be returned to Purchaser on the Closing Date.

3.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

As a material inducement to Purchaser to enter into this Agreement and to purchase the Units, the Company represents and warrants that the following statements are true and correct in all material respects as of the date hereof and will be true and correct in all material respects at Closing, except as expressly qualified or modified herein.

3.1.Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York and has full corporate power and authority to enter into and perform its obligations under this Agreement, and to own its properties and to carry on its business in all jurisdictions as presently conducted and as proposed to be conducted. The Company and its subsidiaries have all government and other licenses and permits and authorizations to do business in all jurisdictions where their activities require such license, permits and authorizations, except where failure to obtain any such license, permit or authorization will not have a Material Adverse Effect, as defined herein. The Company’s subsidiaries and their jurisdiction of organization are as set forth on Schedule 3.1.

3.2.Capitalization. As of December 31, 2016, the Company is authorized to issue 240,000,000 shares of Common Stock, of which, 10,103,525 shares were issued and outstanding. All outstanding shares of the Company’s capital stock have been duly authorized and validly issued, and are fully paid, non-assessable, and free of any preemptive rights. There is only one class and series of common stock of the Company, without any special series, rights, preferences or designations assigned to any particular shares of Common Stock. The Company does not have any outstanding notes, convertible debt, derivative securities or notes other than as specifically set forth on Schedule 3.2 annexed hereto.

3.3.Authorization and Enforcement. This Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations hereunder and thereunder.

3.4.Reservation and Valid Issuance of Securities. Upon payment of the Purchase Price and issuance of the Shares and Warrants, said Shares and Warrants will be duly authorized, validly issued fully paid and non-assessable, and the Warrants will be fully enforceable as against the Company. The Company shall irrevocably reserve (both in its minutes and by providing notice to its transfer agent) the number of shares into which the Warrants are initially exercisable, and will increase the amount of shares reserved for issuance in the event of any adjustment required to satisfy the Warrant exercise terms from time to time. The Warrant Shares issuable upon exercise of the Warrants pursuant to terms of the Warrants will be deemed duly authorized, validly issued, fully

paid and non-assessable. The Warrants will be, free and clear of any security interests, liens, claims or other encumbrances, other than restrictions upon transfer under federal and state securities laws. The shares of each Subsidiary are duly authorized, validly issued, fully paid and non assessable and held by the Company which has sole, and unencumbered marketable title and is the sole owner.

3.5.No Conflict, Breach, Violation or Default; Third Party Consents. The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Articles of Incorporation or the Company’s Bylaws, both as in effect on the date hereof (collectively, the “Company Documents”), (ii) any shareholder agreement or voting agreement to which any officer, director or holder of more than 5% of the Company’s securities is a party to, or (iii) any statute, rule, regulation or order of any governmental agency, self-regulatory agency, securities regulatory or insurance regulatory agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its assets or properties, or (iv) any material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of its assets or properties is subject; except in the case of each of clauses (iii) and (iv), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. No approval of or filing with any governmental authority or other third party entity or person (other than the board of directors of the Company on behalf of the Company) is required for the Company to enter into, execute or perform this Agreement or any Transaction Document.

3.6.No Material Adverse Change. Since December 31, 2016, except as identified and described in the SEC Reports (as defined below) or in Schedule 3.6, there has not been:

(a)any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the financial statements included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2016 except for changes in the ordinary course of business which have not had and could not reasonably be expected to have a material adverse effect on the Company’s assets, properties, financial condition, operating results or business of the Company taken as a whole other than an effect primarily or proximately resulting from (A) changes in general economic or market conditions affecting the industry generally in which the Company operates, which changes do not disproportionately affect the Company as compared to other similarly situated participants in the industry in which the Company operates; (B) changes in applicable law or GAAP; and (C) acts of terrorism, war or natural disasters which do not disproportionately affect the Company (as such business is presently conducted) (a “Material Adverse Effect”), individually or in the aggregate;

(b)any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the Company, or any redemption or repurchase of any securities of the Company;

(c)any material damage, destruction or loss, whether or not covered by insurance, to any assets, licenses, government permits, self-regulatory agency permit or license, or properties of the Company;

(d)any waiver, not in the ordinary course of business, by the Company of a material right or of a material debt owed to it;

(e)any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which has not had a Material Adverse Effect;

(f)any change or amendment to Company documents, or material change to any material contract or arrangement by which the Company is bound or to which any of its assets or properties is subject;

(g)any material labor difficulties, labor disputes, non-compete or similar disputes, or labor union organizing activities with respect to employees of the Company;

(h)any material transaction entered into by the Company other than in the ordinary course of business;

(i)the loss of the services of any key employee, salesperson, or material change in the composition or duties of the senior management of the Company;

(j)the loss or threatened loss of any customer which has had or could reasonably be expected to have a Material Adverse Effect;

(k)any default of any indebtedness or, to the knowledge of the Company, breach of contract agreement, in each case with aggregate liabilities of greater than $50,000; or

(l)any other event or condition of any character that has had or could reasonably be expected to have a Material Adverse Effect.

3.7.SEC Reports and Financial Statements.

(a)The Company has made available to each Purchaser through the SEC’s EDGAR system accurate and complete copies (excluding copies of exhibits) of each report, quarterly report, annual report, current report, registration statement, and definitive proxy statement or information statement filed by the Company with the United States Securities and Exchange Commission (“SEC”) since December 31, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC have been so filed. To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b)Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC,

and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations of the Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.

3.8.Securities Law Compliance. Assuming the accuracy of the representations and warranties of each Purchaser (and all other Purchasers in this offering), set forth in Section 4 of this Agreement, the offer and sale of the Securities comprising the Units will constitute an exempted transaction under the Securities Act, and registration of the Shares, or Warrants under the Securities Act for issuance herein (or of the Warrant Shares for issuance upon exercise of the Warrants) is not required. The Company shall make such filings as may be necessary to comply with the Federal securities laws and the “blue sky” laws of any state in connection with the offer and sale of the Securities, which filings will be made in a timely manner.

3.9.Tax Matters. The Company has timely prepared and filed all tax returns required to have been filed by the Company with all appropriate governmental agencies and timely paid all taxes shown thereon or otherwise owed by it. Except as set forth on Schedule 3.9, the charges, accruals and reserves on the books of the Company in respect of taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against the Company nor, to the Company’s Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which is not material to the Company, taken as a whole. All taxes and other assessments and levies that the Company is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due. There are no tax liens or claims pending or, to the Company’s Knowledge, threatened against the Company or any of its assets or property. There are no outstanding tax sharing agreements or other such arrangements between the Company or other corporation or entity. For the purposes of this agreement, “Company’s Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the Securities Act) of the Company.

3.10.Title to Properties. Except as disclosed in the SEC Reports, the Company has good and marketable title to all real properties and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them; and except as disclosed in the SEC Reports or Schedule 3.10, the Company holds any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof by them.

3.11.Intellectual Property.

Except as provided in the SEC Reports:

(a)All Intellectual Property of the Company or its Subsidiaries is currently in compliance with all legal requirements (including timely filings, proofs and payments of fees) and is valid and enforceable. No Intellectual Property of the Company which is necessary for the conduct of Company’s businesses as currently conducted has been or is

now involved in any cancellation, dispute or litigation, and, to the Company’s Knowledge, no such action is threatened.

(b)All of the licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property which are necessary for the conduct of the Company’s business as currently conducted to which the Company is a party or by which any of its assets are bound (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $10,000 per license) (collectively, “License Agreements”) are valid and binding obligations of the Company and, to the Company’s Knowledge, the other parties thereto, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, and there exists no event or condition which will result in a material violation or breach of or constitute (with or without due notice or lapse of time or both) a default by the Company under any such License Agreement.

(c)The Company owns or has the valid right to use all of the Intellectual Property that is necessary for the conduct of the Company’s business as currently conducted and for the ownership, maintenance and operation of the Company’s properties and assets, free and clear of all liens, encumbrances, adverse claims or obligations to license all such owned Intellectual Property and Confidential Information, other than licenses entered into in the ordinary course of the Company’s business. The Company has a valid and enforceable right to use all third party Intellectual Property and Confidential Information used or held for use in the business of the Company.

(d)To the Company’s Knowledge, the conduct of the Company’s business as currently conducted does not infringe or otherwise impair or conflict with (collectively, “Infringe”) any Intellectual Property rights of any third party or any confidentiality obligation owed to a third party, and, to the Company’s Knowledge, the Intellectual Property and Confidential Information of the Company which are necessary for the conduct of the Company’s business as currently conducted are not being Infringed by any third party. There is no litigation or order pending or outstanding or, to the Company’s Knowledge, threatened or imminent, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Intellectual Property or Confidential Information of the Company and the Company’s use of any Intellectual Property or Confidential Information owned by a third party, and, to the Company’s Knowledge, there is no valid basis for the same.

(e)The consummation of the transactions contemplated hereby and by the other Transaction Documents will not result in the alteration, loss, impairment of or restriction on the Company’s ownership or right to use any of the Intellectual Property or Confidential Information which is necessary for the conduct of the Company’s business as currently conducted.

(f)The Company has taken reasonable steps to protect the Company’s rights in its Intellectual Property and Confidential Information. To the Company’s Knowledge there has been no material disclosure of any Confidential Information to any third party.

3.12.Environmental Matters. To the Company’s Knowledge, the Company (i) is not in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), (ii) does not own or operate any real property contaminated with any substance that is subject to any Environmental Laws, (iii) is not liable for any off-site disposal or contamination pursuant to any Environmental Laws, or (iv) is not subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had or could reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.

3.13.Litigation. Except as disclosed in Schedule 3.13, there are no pending material actions, suits or proceedings against or affecting the Company, or any of its properties; and to the Company’s Knowledge, no such actions, suits or proceedings are threatened or contemplated against the Company.

3.14.No Directed Selling Efforts or General Solicitation. Neither the Company nor any Person, as defined below, acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities. “Person” means any individual, corporation, company, limited liability company, partnership, limited liability partnership, trust, estate, proprietorship, joint venture, association, organization or entity.

3.15.No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the Securities Act. For purposes of this Agreement, “Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common control with, such Person.

3.16.Questionable Payments.To the best of Company’s Knowledge, none of its current or former stockholders, directors, officers, employees, agents or other Persons acting on behalf of the Company, has on behalf of the Company or in connection with its business: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (iii) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (iv) made any false or fictitious entries on the books and records of the Company; or (v) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature.

3.17.Transactions with Affiliates. Except as disclosed in the SEC Reports, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any transaction with the Company (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any

officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

3.18.Internal Controls. Except as set forth in the SEC Reports, the Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company except where such noncompliance could not have or reasonably be expected to result in a Material Adverse Effect. The Company maintains, and continue to maintain for so long as any Securities are held by Purchaser, a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability both in conformity with GAAP and the applicable provisions of the 1934 Act, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth in the SEC Reports, the Company has established disclosure controls and procedures (as defined in the 1934 Act Rules 13a-14 and 15d-14) and designed such disclosure controls and procedures to ensure that material information relating to the Company, including the subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed period report under the 1934 Act, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 308 of Regulation S-K for smaller reporting companies) or, to the Company’s Knowledge, in other factors that could significantly affect the Company’s internal controls.

3.19.Disclosures. Except for disclosures made to the Purchasers or their advisors under the terms of a Non-Disclosure Agreement, neither the Company nor any Person acting on its behalf has provided the Purchasers or their agents or counsel with any information that constitutes or might constitute material, non-public information. The written materials delivered to the Purchaser in connection with the transactions contemplated by the Transaction Documents do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

3.20.No Market Manipulation. The Company and its Affiliates have not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Securities or affect the price at which the Securities may be issued or resold.

3.21.Information Concerning Company; Company Not a Shell. The SEC Reports and Transaction Documents contain all material information relating to the Company and its operations and financial condition as of their respective dates which information is required to be disclosed therein. Since the date of the financial statements included in the Reports, and except as modified in the Transaction Documents, in disclosures made by the Company to the Purchaser pursuant to a Non-Disclosure Agreement, or in the Schedules hereto, there has been no Material Adverse Effect

relating to the Company's business, financial condition or affairs not disclosed in the SEC Reports. The SEC Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, taken as a whole, not misleading in light of the circumstances when made. The Company is not and, to the knowledge of management of the Company has never been a “shell” as such term is defined by rules and interpretations of the SEC.

3.22.Stop Transfer. The Company will not issue any stop transfer order or other order impeding the sale, resale or delivery of any of the Securities, except as may be required by any applicable federal or state securities laws and unless contemporaneous notice of such instruction is given to the affected Purchaser.

3.23.No General Solicitation. Neither the Company, nor any of its Affiliates, nor to Company’s Knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Securities

3.24.Dilution. The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company’s equity or rights to receive equity of the Company. The Board of Directors of the Company has concluded, in its good faith business judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Warrant Shares upon exercise of the Warrants, is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

3.25.Foreign Corrupt Practices. Neither the Company, nor to the Knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

3.26.OFAC. Neither Company, nor to the Company’s Knowledge, any director, officer, agent, employee, Affiliate or Person acting on behalf of the same, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Seller will not directly or indirectly use the proceeds of the sale of the Common Stock, or lend, contribute or otherwise make available such proceeds to joint venture partner or other Person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

3.27.Anti-Money Laundering. The operations of the Company have been conducted at all times in compliance with the money laundering requirements of all applicable governmental authorities and any related or similar rules, regulations or guidelines, issued, administered or enforced

by any governmental authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental authority or any arbitrator involving Company with respect to the Money Laundering Laws is pending or, to the best knowledge of Company, threatened.

3.28.Third Party Beneficiaries. The Company acknowledges that the investors in Purchaser and its manager, are direct intended beneficiaries of the representations, warranties and covenants made by the Company hereby and in the other Transaction Documents and that said persons will review and rely on said statements.

4.REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER.

Each Purchaser individually and not jointly hereby represents warrants and covenants with the Company as follows:

4.1.Legal Power. Purchaser has the limited liability company power and is authorized to enter into this Agreement, to purchase the Shares and Warrants hereunder, and to carry out and perform its obligations under the terms of this Agreement or any other Transaction Documents to which it is a party.

4.2.Due Execution. The execution and performance of the terms under this Agreement and Purchaser Signature Page hereto, have been duly authorized, executed and delivered by such Purchaser, and, upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of such Purchaser.

4.3.Access to Information; Going Concern. Purchaser acknowledges that the Company’s auditors have expressed doubt, in their Audit Letter for 2016, about the Company’s ability to continue as a going concern. Purchaser further understands that an investment in the Securities involves a high degree of risk and long term or permanent illiquidity, including, risk of loss of their entire investment. Purchaser represents and warrants that Purchaser or its advisors have been provided information by the Company pursuant to a Non-Disclosure Agreement with respect to certain material potential transactions, financial matters, and other aspects of the Company’s business and business plans that have not yet been disclosed to the public in the SEC Reports. Purchaser and its members and manager have been given full and complete access to the Company for the purpose of obtaining such information as such Purchaser or its qualified representative has reasonably requested in connection with the decision to purchase the Securities. Purchaser represents that such Purchaser and its investors have received and reviewed copies of the SEC Reports. Purchaser represents that such Purchaser has been afforded the opportunity to ask questions of the officers of the Company regarding its business prospects and the Shares and Warrants, all as Purchaser or Purchaser’s investor’s representatives necessary to make an informed investment decision to purchase the Shares and Warrants.

4.4.Restricted Securities.

(a)Purchaser has been advised that none of the Securities have been registered under the Securities Act or any other applicable securities laws and that Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein which are partially dependent on the information

provided by Purchasers’ investors. Each Purchaser acknowledges that the Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available.

(b)Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws.

(c)Each Purchaser understands and acknowledges that the certificates representing the Shares and Warrants and, if issued, the Warrant Shares, will bear substantially the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.”

(d)Each Purchaser acknowledges that an investment in the Shares and Warrants (and, if exercised, the Warrant Shares) is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Securities. Each Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

4.5.Purchaser Sophistication and Ability to Bear Risk of Loss. Purchaser acknowledges that it is able to protect its interests in connection with the acquisition of the Securities and can bear the economic risk of investment in such securities without producing a material adverse change in such Purchaser’s financial condition. Purchaser, either alone or with such Purchaser’s representative(s), otherwise has such knowledge and experience in financial or business matters that such Purchaser is capable of evaluating the merits and risks of the investment in the Securities.

4.6.No Group Purchase. Each Purchaser represents and warrants that they are not acting as part of a group with other Purchasers herein or other shareholders of the Company. Each Purchaser and their assignee knows and understands that they are not acting as part of a group and that they shall make their own investment decisions and their own voting, control and dispositive decisions

for so long as they hold securities. Similarly, each Purchaser and their assignee is responsible for their own internal compliance with Section 13 and Section 16 of the Exchange Act.

4.7.No Advertising. Each Purchaser has not received any general solicitation or advertising regarding the offer of the Units or any of the Securities.

4.8.[Omitted].

4.9.[Omitted].

4.10.[Omitted].

4.11.Public Statements. The Purchaser agrees not to issue any public statement with respect to the Offering, Purchaser’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law.

4.12.Acceptance or Rejection. The Purchaser understands, acknowledges and agrees with the Company that this subscription may be rejected, in whole or in part, by the Company, in the sole and absolute discretion of the Company, at any time before any Closing notwithstanding prior receipt by the Subscriber of notice of acceptance of the Purchaser’s subscription, provided, however, that a full refund of any part of the Purchase Price tendered shall be a condition to such rejection, and provided further, however, that no Closing shall occur absent specific written consent and disbursement instructions of the Purchaser and the Company that it wishes to close the financing.

4.13.Confidential. The Purchaser acknowledges that the information made available to the Purchaser other than the SEC Reports is confidential and non-public and agrees that all such information shall be kept in confidence by the Purchaser and neither used by the Purchaser for the Purchaser’s personal benefit (other than in connection with this subscription) nor disclosed to any third party for any reason, notwithstanding that Purchaser’s subscription may not be accepted by the Company or a Closing may not occur for any reason if not consented to by Purchaser; provided, however, that (a) the Purchaser may disclose such information to its affiliates and advisors who may have a need for such information in connection with providing advice to the Purchaser with respect to its investment in the Company so long as such affiliates and advisors have an obligation of confidentiality, and (b) this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision), (iii) is being disclosed pursuant to a subpoena or court order or is otherwise required to be provided by law, or (iv) is received from third parties without an obligation of confidentiality (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company).

4.14.Reliance on Purchaser Representations. The Purchaser understands that the Shares and Warrants being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of such Subscriber to acquire the Units.

5.COVENANTS OF COMPANY.

5.1.Covenants of the Company.

(a)The Company hereby covenants to maintain, reserved and authorized for issuance upon exercise of the Warrants, such number of Warrant Shares as equals the amount of shares that such Warrants are convertible into or exchangeable for at any time and from time to time. Said reservation of shares shall be both by irrevocable resolution of the Board of Directors of the Company as well as by irrevocable instruction to the Company’s transfer agent. The Company hereby further agrees to take all further acts, including amending its charter or amending any filing with any exchange or quotation service in order to effectuate the foregoing.

(b)The Company covenants and agrees with the Purchaser commencing after the Closing and continuing for so long as Purchasers in this offering own at least 51% of the Shares issued hereunder (as adjusted for stock splits and similar adjustments), the Company may not take the following actions without consent of Aracle Management, LLC, which shall not be unreasonably withheld or conditioned, with the understanding that Aracle Management, LLC is explicitly not acting as representative of any other Purchaser or person and may or may not consult with, provide notice to or advise, other Purchasers in this offering:

(i)make any loan or advance in excess of $25,000 to any person or entity, except for extensions of credit on commercial transactions entered into in the ordinary course of business;

(ii)guarantee any indebtedness of any person or entity other than the Company or its subsidiaries;

(iii)make any investment in securities other than US money market funds, FDIC insured CD accounts, and ownership of securities issued by the Company’s subsidiaries; or

(iv)merge with any subsidiary in any transaction where the share ownership of the Company changes or the rights (whether by operation of law, contractual or otherwise) of any Purchaser are eliminated or materially modified.

5.2.Payment for Legal Opinions and Removal of Legends. The Company shall cover all costs associated with removal of any Securities Act restrictive legends, including, without limitation, the cost of replacement certificates and opinion or letter of Company counsel to the transfer agent, as well as delivery costs, for all Shares and Warrant Shares.

5.3.Additional Share Issuances; Full Ratchet Share Adjustment.

(a)Full Ratchet Adjustment. In the event that at any time commencing the first Closing and continuing for a period of twelve (12) months (as may be adjusted, the “Adjustment Period”) following the Closing or termination of the offering of Units offered in this offering, except for Excepted Issuances (as defined in Section 5.3(c)), the Company shall agree to issue or actually issue or grant the right to receive any Common Stock, preferred securities, or securities convertible, exercisable or exchangeable for shares of Common Stock (or modify any of the foregoing which may be outstanding) (“Common Stock

Equivalent”) to any person or entity at a price per share or conversion price or exercise price per share (the “Lower Per Share Price”) which shall be less than the per share purchase price of initially $0.80, as adjusted for stock splits, dividends and reclassifications, (the “Per Share Price”) then in effect (“Lower Price Issuance”), then, automatically and without any obligation of or notice to Purchaser, the Company shall issue to the Purchaser such number of additional shares of Common Stock (the “Additional Shares”) as equals the difference between (x) (i) the Purchase Price paid for the Shares hereunder divided by (ii) the Lower Per Share Price, less (y) the number Shares previously issued to the Purchaser (including any Additional Shares issued in prior applications of the provisions of this Section 5.3(a)). Thereafter, and for purposes of calculating future adjustments or issuances of Additional Shares, the Per Share Price shall be amended and revised to be the Lower Per Share Price for purposes of future calculations of this adjustment. Certificates for Additional Shares shall be unconditionally delivered and issued in electronic book entry form to the broker dealer or custodian designated by Purchaser (or, if the Company is not eligible to issue securities in book entry form, or if the Purchaser specifically requests hard copy, then by Federal Express to the Purchaser) within 5 business days of the date of the Lower Price Issuance of Common Stock or Common Stock Equivalents (or, if earlier, date of commitment to make the Lower Price Issuance of Common Stock or Common Stock Equivalents). The Company acknowledges and agrees that the Purchasers and their assigns may be irreparably harmed and injured (including loss of profits) if certificates of Additional Shares are not issued promptly in accordance with the provisions hereof and shall compensate, in addition to enforcement costs, litigation costs and legal fees, any lost profits or expenses of Purchaser or their rightful assigns in the event that a court finds in favor of such any of such persons in any action by such persons to enforce their rights. Notwithstanding the foregoing, and for avoidance of doubt, adjustments and issuance of Additional Shares shall only be issued and granted if and to the extent that Shareholders hold Shares at the time of issuance or commitment for such Common Stock Equivalent transaction. Notwithstanding the foregoing, the number of Additional Shares that are issuable shall not exceed 2,175 shares of Common Stock per Unit.

(b)Effective Price. For purposes of this Section 5.3, in connection with any issuance of any Common Stock Equivalents, (i) the maximum number of shares of Common Stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “Deemed Number”) shall be deemed to be outstanding or subscribed for and required to be issued upon issuance of such Common Stock Equivalents, (ii) the deemed issue price (“Effective Price”) applicable to such Common Stock Equivalents shall equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common Stock, divided by the Deemed Number, and (iii) no further adjustment shall be made to the Per Share Price upon the actual issuance of Common Stock upon conversion exercise or exchange of such Common Stock Equivalents if issued at or higher than the Effective Price. Common Stock issued or issuable by the Company for no consideration will be deemed to have been issued or to be issuable for $0.001 per share of Common Stock.

(c)Excepted Issuances. For purposes of Section 5.3, “Excepted Issuance” shall mean in respect to: (i) Common Stock or Common Stock Equivalents issued in connection with this Agreement or otherwise related to this Agreement for other or subsequent investors in said offering under the same terms, (ii) the Company’s issuance of

Common Stock or Common Stock Equivalents upon the exercise or conversion of options, warrants or convertible notes or other securities, outstanding on the date hereof as specifically described in SEC Reports (but not if the amounts and exercise prices of the same are not both already described in the SEC Reports or if they are subsequently adjusted to an Effective Price below the Per Share Price in this offering) or specifically disclosed herein, (iii) grants or issuances to officers, directors or employees or other service providers in connection with Board approved (including majority of disinterested and independent board members) stock option, stock, incentive or similar plan to the extent that such plan is in effect and has securities remaining issuable under said plan as of the date of this Agreement (iv) the issuance of securities as full or partial consideration in connection with a bona fide merger, asset acquisition, joint venture or reorganization (other than a mere reincorporation transaction) approved by the Board of Directors of the Company and the majority of disinterested members of the Board. For avoidance of doubt, the foregoing Excepted Issuance exceptions shall only apply during the period in which anti-dilution adjustments are made for Lower Price Issuances in accordance with Section 5.3. Common Stock issued or issuable by the Company for services will be deemed to have been issued or to be issued for the value booked in the Company’s public financial statements, or as booked on the recipients 1099 or other tax reporting by the Company in connection with such issuance, whichever is higher.

5.4.Trading on OTC. Purchaser acknowledges that the Company gave notice to the NYSE MKT on April 20, 2017 of Purchaser’s intent to delist its shares of Common Stock from the NYSE MKT so that they can be quoted on an OTC market, beginning on or about May 2, 2017.

5.5.Insider Information. The Company shall not provide to Purchaser or its managers or control persons any information that would be deemed confidential or “insider” information in accordance with Regulation FD in the absence of a Non-Disclosure Agreement. In the event that such Purchaser is provided with confidential information for any reason, the Company shall, upon request of Purchaser and within 7 calendar days, either (i) file or furnish such information on a Current Report on Form 8-K or on such other report as the Company deems appropriate in accordance with Regulation FD or (ii) advise Purchaser that said information is not material or has otherwise become stale and irrelevant.

5.6.[Omitted].

5.7.Filing of Reports. For so long as the Purchaser owns any Shares or Warrants (including Warrant Shares) acquired hereby, the Company shall file on a timely basis, any and all SEC Reports or amendments thereto, as it is required to file in order to remain fully current with all of its reporting obligations under the Exchange Act so as to enable sales without resale limitations, pursuant to Rule 144, as amended (“Rule 144 Sales”). The Company shall pay for all opinions or similar letters to its transfer agent, as well as pay for all transfer agent and liquidator costs, relating to the removal of the Rule 144 restrictive legend on share certificates representing the Shares or Warrant Shares. For avoidance of doubt, all references herein to filings to be made on a “timely basis” shall include and mean, any extension periods permissible under Rule 12b-25 of the Exchange Act, provided that the Company has complied with such rule, but not beyond said extension date.

6.COVENANTS OF THE COMPANY AND PURCHASER RELATING TO REGISTRATION.

6.1.Use of Proceeds. The Company shall also at or before closing pay to their stock transfer agent the cost of all Share certificates anticipated to be issued. The Company intends to employ the remaining net proceeds (i.e. after all legal costs, offering costs, etc.) from the purchase and sale of the Units for purposes of working capital, marketing, acquisitions, expansion and to further the operations of the Company only.

6.2.Registration Rights. For purposes of this Section 6.2, all references to the Purchaser shall be deemed to mean and include, the Purchaser, and their respective assigns as holders of Registrable Securities (as defined in Section 6.2 below).

(a)Piggyback Registration. The Company agrees that if it proposes to file a registration statement with respect to any of its shares on a Form S-1 or S-3 with the Securities and Exchange Commission, then the Company shall give prompt written notice to each Purchaser and, subject to the advice of the managing underwriter (if any) described below, shall include in such registration (a “Piggyback Registration”), all of the Registrable Securities (as defined below) with respect to which the Company has received written requests for inclusion therein within 15 days after the date of the Company’s notice. The Company may postpone or withdraw the filing or effectiveness of a Piggyback Registration in its sole discretion. Each Purchaser shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to effectiveness of such registration. If a Piggyback Registration is an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of equity securities requested to be included in such registration exceeds the number which can be sold in such offering and/or that the number of shares of Registrable Securities proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Purchasers on the basis of the number of shares requested to be registered by such Purchasers; provided that in any event the Purchasers shall be entitled to register the offer and sale or distribute at least 25% of the securities to be included in any such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering and/or that the number of shares of Registrable Securities proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration the securities requested to be included therein (including the Registrable Securities requested to be included in such registration), pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders.

(b)Registrable Securities. The term Registrable Securities as used herein means all Shares and Warrant Shares, or any other common stock or securities issued in exchange therefore. Securities shall no longer be deemed Registrable Securities at such time as said securities are first eligible for re-sale pursuant to Rule 144.

(c)Registration Process. In connection with the registration of the Registrable Securities pursuant to Section 6.2(a), the Company shall:

(i)Prepare and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities Act in reliance on Rule 144 (the “Registration Period”) include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(ii)Comply with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on which the Registration Statement is withdrawn;

(iii)Furnish to each Purchaser and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities;

(iv)Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(v)As promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an

untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Purchaser as such Purchaser may reasonably request;

(vi)As promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;

(vii)Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; and

(viii)Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Purchaser may request and maintain a transfer agent for the Common Stock.

(d)Obligations and Acknowledgements of the Purchasers. In connection with the registration of the Registrable Securities, each Purchaser shall have the following obligations and hereby make the following acknowledgements:

(i)It shall be a condition precedent to the obligations of the Company to include the Registrable Securities in the Registration Statement that each Purchaser wishing to participate in the Registration Statement (i) shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and (ii) shall execute such documents in connection with such registration as the Company may reasonably request. Prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser (the “Requested Information”) if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. If a Purchaser notifies the Company and provides the Company the information required hereby prior to the time the Registration Statement is declared effective, the Company will file an amendment to the Registration Statement that includes the Registrable Securities of such Purchaser provided, however, that the Company shall not be required to file such amendment to the Registration Statement at any time less than five (5) business days prior to the effective date.

(ii)Each Purchaser agrees to cooperate with the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement;

(iii)Each Purchaser agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 6.2(b) or 6.2(c)(vi), such Purchaser shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6.2(c)(v) and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice; and

(iv)Each Purchaser acknowledges that it may be deemed to be a statutory underwriter within the meaning of the Securities Act with respect to the Registrable Securities being registered for resale by it, and if a Purchaser includes Registrable Securities for offer and sale within a Registration Statement such Purchaser hereby consents to the inclusion in such Registration Statement of a disclosure to such effect.

(e)Expenses of Registration. All expenses (other than underwriting discounts and commissions and the fees and expenses of a Purchaser’s counsel) incurred in connection with registrations, filings or qualifications pursuant to this Section 6.2, including, without limitation, all registration, listing, and qualifications fees, printing and engraving fees, accounting fees, and the fees and disbursements of counsel for the Company, shall be borne by the Company.

(f)Indemnification and Contribution.

(i)Indemnification by the Company. The Company shall indemnify and hold harmless each Purchaser and each underwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each Person who controls such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act (each such Person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company

hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by such Indemnified Person expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 6.2(c), the use by the Indemnified Person of an outdated or defective Prospectus after the Company has provided to such Indemnified Person an updated Prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability.

(ii)Indemnification by the Purchasers and Underwriters. Each Purchaser agrees, as a consequence of the inclusion of any of its Registrable Securities in a Registration Statement, and each underwriter, if any, which facilitates the disposition of Registrable Securities shall agree, severally and not jointly, as a consequence of facilitating such disposition of Registrable Securities to (i) indemnify and hold harmless the Company, its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of the Company), its officers who sign any Registration Statement and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the 1934 Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Purchaser or underwriter expressly for use therein, and (ii) reimburse the Company for any legal or other expenses incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that such Purchaser shall not be liable under this Section 6.2(f) for any amount in excess of the net proceeds paid to such Purchaser in respect of Registrable Securities sold by it.

(iii)Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 6.2(f) (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to this Section 6.2(f) is being sought (the “Indemnifying Party”) of the commencement thereof; but

the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out of pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

(iv)Contribution. If the indemnification provided for in this Section 6.2(f) is unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party in connection with the statements or omissions or alleged statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or by such Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.2(f)(iv) were determined

by pro rata allocation (even if the Purchasers or any underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6.2(f)(iv). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(v)Limitation on Purchasers’ and Underwriters’ Obligations. Notwithstanding any other provision of this Section 6.2(f), in no event shall (i) any Purchaser have any liability under this Section 6.2(f) for any amounts in excess of the dollar amount of the proceeds actually received by such Purchaser from the sale of Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) pursuant to any Registration Statement under which such Registrable Securities are registered under the Securities Act and (ii) any underwriter be required to undertake liability to any Person hereunder for any amounts in excess of the aggregate discount, commission or other compensation payable to such underwriter with respect to the Registrable Securities underwritten by it and distributed pursuant to the Registration Statement.

(vi)Other Liabilities. The obligations of the Company under this Section 6.2(f) shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and the obligations of any Indemnified Person under this Section 6.2(f) shall be in addition to any liability which such Indemnified Person may otherwise have to the Company. The remedies provided in this Section 6.2(f) are not exclusive and shall not limit any rights or remedies which may otherwise be available to an indemnified party at law or in equity.

(g)Rule 144. With a view to making available to the Purchasers the benefits of Rule 144, the Company agrees to use its best efforts to:

(i)comply with the provisions of paragraph (c)(1) of Rule 144; and

(ii)file with the SEC in a timely manner all reports and other documents required to be filed by the Company pursuant to Section 13 or 15(d) under the 1934 Act; and, if at any time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of any Purchasers, make available other information as required by, and so long as necessary to permit sales of, its Registrable Securities pursuant to Rule 144.

(h)Common Stock Issued Upon Stock Split, etc. The provisions of this Section 6.2 shall apply to any shares of Common Stock or any other securities issued as a dividend or distribution in respect of the Shares or the Warrant Shares.

(i)Termination of Registration Rights. The registration rights granted in this Section 6.2 shall terminate with respect to a Security upon the date such Security is first eligible to be resold pursuant to Rule 144 of the Securities Act.

7.CONDITIONS.

7.1.Conditions Precedent to the Obligation of the Company to Close and to Sell the Units. The obligation hereunder of the Company to close and issue and sell the Units to the Purchasers at a Closing is subject to the satisfaction or waiver, at or before such Closing of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company Purchaser at any time in their sole discretion.

(a)Accuracy of the Purchaser’s Representations and Warranties. The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of such Closing as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

(b)Performance by the Purchasers. Purchaser shall have performed, satisfied, and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to such Closing.

(c)No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

(d)Delivery of Purchase Price. The Purchase Price for the Shares and Warrants shall be available in cleared funds and authorized by the Company and Purchaser, in their sole and absolute discretion, for distribution on such Closing in accordance with the terms hereof.

(e)Delivery of Transaction Documents. The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

7.2.Conditions Precedent to the Obligation of the Purchasers to Close and to Purchase the Shares. The obligation hereunder of the Purchasers to purchase the Shares and Warrants and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or before such Closing, of each of the conditions set forth below. These conditions are for the Purchasers’ sole benefit and may be waived by the Purchaser or its manager at any time in their sole discretion.

(a)Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents shall be true and correct in all material respects as of such Closing, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.

(b)Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such Closing. The Company shall also have made all payments and performed

and satisfied all other obligations of Company pursuant to the Summery Term Sheet entered into in connection with this Offering.

(c)[Omitted].

(d)No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

(e)No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been initiated, against the Company, or any of the officers, directors or affiliates of the Company seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

(f)Shares and Warrants. At the Closing, the Company shall have delivered to the Purchasers the Shares and Warrants along with all appropriate board resolutions or other necessary documentation in order to issue the Shares and Warrants in such denominations as Purchaser may request. The Company shall also deliver this Agreement, duly executed by the Company.

(g)[Omitted].

(h)[Omitted].

(i)Material Adverse Effect. No Material Adverse Effect shall have occurred since December 31, 2016, and shall be continuing as of such Closing Date.

(j)[Omitted].

(k)[Omitted.]

8.NO PLACEMENT AGENT/LEGAL FEES.

8.1.Placement Agent’s Commissions; Sub-Agent’s Commissions. There are no placement agents, finders or other intermediaries in connection with the offering and neither the Company nor any Purchaser is paying or is required to pay any party a fee in connection with Offering of Units hereby.

8.2.[Reserved]

9.MISCELLANEOUS.

9.1.Indemnification. Each Purchaser agrees to defend, indemnify and hold the Company harmless against any liability, costs or expenses arising as a result of any dissemination of any of the Securities by such Purchaser in violation of the Securities Act or applicable state securities law.

9.2.Governing Law. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. Each of the parties hereto and their assigns hereby consents to the exclusive jurisdiction and venue of the Courts of the State of New York, located in the City and County of New York and the United States District Court, Southern District, for the State of New York with respect to any matter relating to this Agreement and performance of the parties’ obligations hereunder, the documents and instruments executed and delivered concurrently herewith or pursuant hereto and performance of the parties’ obligations thereunder and each of the parties hereto hereby consents to the personal jurisdiction of such courts and shall subject itself to such personal jurisdiction. Any action, suit or proceeding relating to such matters shall be commenced, pursued, defended and resolved only in such courts and any appropriate appellate court having jurisdiction to hear an appeal from any judgment entered in such courts. The parties irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. Service of process in any action, suit or proceeding relating to such matters may be made and served within or outside the State of New York by registered or certified mail to the parties and their representatives at their respective addresses specified in Section 9.7, provided that a reasonable time, not less than thirty (30) days, is allowed for response. Service of process may also be made in such other manner as may be permissible under the applicable court rules. THE PARTIES HERETO WAIVE TRIAL BY JURY.

9.3.Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.

9.4.Entire Agreement. This Agreement and the Exhibits hereto and thereto, and the other documents delivered pursuant hereto and thereto, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants, or agreements except as specifically set forth herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

9.5.Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.6.Amendment and Waiver. Except as otherwise provided herein, any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely), with the written consent of the Company and a majority of the Purchasers, or, to the extent such amendment affects only one Purchaser, by the Company and such Purchaser. Any amendment or waiver effected in accordance with this Section shall be binding upon each future holder of any security purchased under this Agreement (including securities into which such securities have been converted) and the Company.

9.7.Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered personally, or sent by facsimile and in each case with a confirming email (with receipt confirmed), provided that a copy is mailed

by registered mail, return receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested) in each case to the appropriate address set forth below:

If to the Company:    Hooper Holmes, Inc.

560 North Rogers Road

Olathe, Kansas 66062

Email: legal@hooperholmes.com

Attn: Legal Department

With a copy to:         Spencer Fane LLP

1000 Walnut Street, Suite 1400

Kansas City, MO 64106    

Facsimile: (816) 474-3216

Email: pmirakian@spencerfane.com

Attention: Pete Mirakian, Esq.

If to the Purchaser:    Ron Aprahamian

Facsimile:

Email:

Attention:

With a copy to:    

Facsimile:

Email:

Attention:

9.8.Faxes, Electronic Mail and Counterparts. This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart of the Agreement or any exhibit attached hereto by facsimile transmission or electronic mail (any such delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute original forms hereof and deliver them in person to all other parties. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

9.9.Remedies; Specific Performance and Equitable Relief. The Company acknowledges and agrees that certain of its covenants and agreements are unique in nature and that remedies at law may not be sufficient to Purchaser. Accordingly, the Company explicitly agrees and acknowledges, that Purchaser shall be entitled to, without limiting other rights or remedies available to it, equitable remedies in enforcement of its rights hereunder. The Company

explicitly waives the requirement of posting any bond in obtaining or requesting such equitable remedies.

9.10.Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

9.11.Further Assurances. At any time and from time to time after the Closing, upon reasonable request of the other, each party shall do, execute, acknowledge and deliver such further acts, assignments, transfers, conveyances and assurances as may be reasonably required for the more complete consummation of the transactions contemplated herein.

9.12.Legal Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the parties hereto agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment on the merits reasonable attorneys’ fees, including attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.

APPLICABLE ONLY IN THE EVENT ANY UNITS ARE SOLD TO FLORIDA RESIDENTS - FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANY, AN AGENT OF THE COMPANY OR AN AUTHORIZED ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. THIS SALE IS BEING MADE IN FLORIDA. PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY PURCHASERS AS PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST. NOTICE SHOULD BE GIVEN TO THE COMPANY AT THE ADDRESS SPECIFIED HEREIN.

[Counterpart Signature Page To Securities Purchase Agreement of

Hooper Holmes, Inc.]

Ron Aprahamian (“Purchaser”) hereby subscribes for the purchase of, and the Company hereby accepts the subscription of Purchaser with respect to 10 Units of the Company, comprising an aggregate of 125,000 Shares of Common Stock and 62,500 Warrants of the Company, at a Purchase Price of $10,000 per Unit, for an aggregate Purchase Price of $100,000.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth on the Purchase Signature Page hereto.

PURCHASER:

/s/ Ron Aprahamian                

Ron Aprahamian

Date:     May 11        , 2017

-Accepted-

COMPANY:

HOOPER HOLMES, INC.

By:    /s/ Henry Dubois            

Name:    Henry Dubois

Title:     Chief Executive Officer

Date:    May 11    , 2017

EXHIBIT A

Form of Common Stock Purchase Warrant

EX-10.7

Exhibit 10.7

VOTING AND STANDSTILL AGREEMENT

THIS VOTING AND STANDSTILL AGREEMENT (this “Agreement”), dated as of May 11, 2017 (the “Effective Date”), is by and among Hooper Holmes, Inc., a New York corporation (the “Parent”), and Century Focused Fund III, LP, a Delaware limited partnership (the “Seller”).

RECITALS

WHEREAS, the Parent, Wellness Holdings, LLC, a Delaware limited liability company, Piper Merger Sub, a New York corporation wholly owned by the Parent (“Merger Sub”) and Provant Health Solutions, LLC (the “Company”) entered into an Agreement and Plan of Merger, dated March 7, 2017 (the “Merger Agreement”), pursuant to which, as of the Effective Date, the Merger Sub merged with and into the Company (the “Merger”), with the Company as the surviving entity of the Merger;

WHEREAS, pursuant to the Merger, the Parent acquired complete ownership of the Company, and the Seller, through one or more Affiliates, acquired approximately 50% of the issued and outstanding Parent Common Stock (defined below);

WHEREAS, as a condition to the Merger, the parties agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties, covenants, and agreements contained in this Agreement, and subject to the conditions set forth herein, the parties hereby agree as follows:

1.Certain Definitions. Capitalized terms used herein and not defined elsewhere in this Agreements shall have the following meanings given such terms:

(a)“Affiliate” of, or “Affiliated” with, means, when used with respect to a specified Person, any other Person controlling, directly or indirectly controlled by, or under common control with the specified Person. For purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of the Person whether through the ownership of voting securities or by contract.

(b)“Affiliate Transferee” means any transferee of any Shares that is an Affiliate of a the Seller.

(c)“Beneficial Owner” or “Beneficial Ownership” (including any variant thereof) shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

(d)“Continuing Directors” means the members of the Parent Board in office immediately prior to the closing of the Merger (except for Tom Watford) who continue to be a director of Parent subsequent to the closing of the Merger and any successors nominated exclusively by or with the approval of at least a majority of such directors and successors.

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(e)“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder.

(f)“Governmental Authority” means any federal, state, local, or foreign government, political subdivision or governmental or regulatory authority, agency, board, bureau, commission, instrumentality, or court or quasi-governmental authority.

(g)“Parent Board” means the board of directors of the Parent (and any successor governing body of the Parent or any successor of the Parent).

(h)“Parent Common Stock” means the common stock, par value $0.04 per share, of the Parent and any other common equity securities issued by the Parent, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, or other corporate reorganization).

(i)“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, or an unincorporated organization, which term includes a “group” as such term is defined in Section 13(d)(3) of the Exchange Act.

(j)“Shares” means (a) all outstanding shares of Parent Common Stock Beneficially Owned by the Seller, or which the Seller has the right to acquire, as of the Effective Date, and (b) all additional outstanding shares of Parent Common Stock acquired by the Seller or its Affiliates and Beneficially Owned during the Standstill Period. In the event of any change in the number of issued and outstanding shares of Parent Common Stock by reason of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), combination, reorganization, recapitalization, or other like change, conversion, or exchange of shares, or any other change in the corporate or capital structure of the Parent, the term “Shares” shall be deemed to refer to and include the Shares described in the first sentence of this paragraph, as well as such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed or exchanged.

(k)“Standstill Period” means the period beginning on the Effective Date through the Standstill Termination Date.

(l)“Standstill Termination Date” means the earlier of (i) the annual meeting of the Parent’s shareholders to be held in 2019, and (ii) June 30, 2019.

(m)“Third Party” means a Person other than the Parent or the Seller or an Affiliate of the Parent or an Affiliate of the Seller.

(n)“Transfer” means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge, hypothecation, gift, placement in trust,

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or other disposition of such security or any right, title, or interest therein (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or Beneficial Ownership thereof, the offer to make such a sale, transfer, or other disposition, and each agreement, arrangement, or understanding, whether or not in writing, to effect any of the foregoing.

2.Parent Board; Voting for Directors.

(a)Size of Board. The Parent Board will consist of seven directors from the Effective Date until at least the earlier of (i) the time of the annual meeting of the Parent’s shareholders to be held in 2018, and (ii) June 30, 2018.

(b)Nomination; Vacancies; Changes in Designee.

(i)In its proxy statement for the 2017 annual meeting of the Parent’s shareholders, the Parent shall nominate the following individuals for election to the Parent Board, and the Sellershall vote all of its Parent Common Stock in favor of such nominees:

(1)Three directors nominated by the Continuing Directors;

(2)Three directors nominated by the Seller; and

(3)One independent director, within the meaning of Rule 10A-3 of the Exchange Act and applicable rules of the NYSE MKT, nominated jointly by the Continuing Directors and the Seller, who shall be Tom Watford unless he declines or fails to serve.

(ii)In its proxy statement for the 2018 annual meeting of the Parent’s shareholders, the Parent shall nominate the following individuals for election to the Parent Board, and the Sellershall vote all of its Parent Common Stock in favor of such nominees:

(1)Three directors nominated by the Continuing Directors;

(2)Three directors nominated by the Seller; and

(3)One independent director, within the meaning of Rule 10A-3 of the Exchange Act and applicable rules of the NYSE MKT, nominated jointly by the Continuing Directors and the Seller, who shall be Tom Watford unless he declines or fails to serve.

(iii)If any director elected under this Section 2(b) shall resign or be removed or unable to serve for any reason prior to the expiration of such director’s term of office, the party who nominated that director shall have the right to nominate a replacement director who shall be appointed by the remaining directors on the Parent Board to serve for the remainder of the departed director’s term.

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3.Standstill.

(a)During the Standstill Period, and except with the prior and express written consent of the Parent Board, in its sole and absolute discretion, the Seller and its Affiliates will not take any of the following actions:

(i)Except as specified in Section 3(b), acquire, propose to acquire, or cause to be acquired, Beneficial Ownership of any additional shares of equity securities of the Parent or any security that is convertible into such securities of the Parent, that would cause the Seller or its Affiliates to own more than fifty percent (50.0%) of the total number of shares of Parent Common Stock then outstanding; or

(ii)Take any action to prevent the Parent from offering and selling to investors other than the Seller or its Affiliates any shares of Parent Common Stock or other securities of the Parent in a public or private offering approved by the Parent Board, provided, that Seller or its successor(s) in interest shall have been offered the opportunity to purchase its pro rata portion of such offering (based on the Parent Common Stock of which Seller is the Beneficial Owner as of such date compared to the total number of shares of Parent Common Stock then-outstanding) on the same terms and conditions of such offering.

(b)Notwithstanding the foregoing, during the Standstill Period, the Seller shall have the right to acquire newly issued shares of Parent Common Stock directly from the Parent in a public or private offering approved by the Parent Board.

4.Transfers of Shares.

(a)Nothing in this Agreement shall restrict the Transfer of any Parent Common Stock or any Shares by the Seller or any successor in interest. Any Shares that are Transferred, other than those Transferred to an Affiliate Transferee (which shall remain subject to the terms of this Agreement), will not be subject to the terms of this Agreement.

(b)As a condition precedent to any Transfer of Shares by the Seller to an Affiliate Transferee, such Affiliate Transferee shall be required to execute a Joinder Agreement to this Agreement, in the form attached as Exhibit A, agreeing to be bound by the terms hereof.

5.Representations, Warranties and Covenants of the Seller. The Seller hereby represents and warrants to the Parent as follows:

(a) The Seller has full power and authority to make, enter into, and carry out the terms of this Agreement.

(b)As of the Effective Date, the Seller does not Beneficially Own any securities of the Parent other than the shares of Parent Common Stock acquired (or with respect to which the Seller has the right to acquire) as contemplated by the Merger Agreement.

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(c)This Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding agreement of the Seller enforceable against the Seller in accordance with its terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (y) general equitable principles.

(d)The Seller will notify the Parent promptly of any additional Shares of which the Seller becomes the Beneficial Owner after the Effective Date.

(e)As of the Effective Date, except for this Agreement or as otherwise permitted by this Agreement, the Seller has full legal power, authority, and right to enter into and perform its obligations under this Agreement without the consent or approval of, or any other action on the part of, any other Person or Governmental Authority. Without limiting the generality of the foregoing, the Seller has not, other than by this Agreement and the Merger Agreement (and the agreements executed in connection therewith), entered into any voting agreement with any Person with respect to any of the Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust, or entered into any similar arrangement.

6.Representations, Warranties and Covenants of the Parent. The Parent hereby represents and warrants to the Seller as follows:

(a)The Parent has full power and authority to make, enter into, and carry out the terms of this Agreement.

(b)This Agreement has been duly and validly executed and delivered by the Parent and constitutes a valid and binding agreement of the Parent enforceable against the Parent in accordance with its terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting or relating to the enforcement of creditors’ rights general and (y) general equitable principles.

7.Restrictive Legend. Each certificate representing any of the Shares subject to this Agreement shall be marked by the Parent with a legend reading substantially as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AND OTHER RESTRICTIONS AS SET FORTH IN A VOTING AND STANDSTILL AGREEMENT AMONG HOOPER HOLMES, INC. AND WELLNESS HOLDINGS, LLC. A COPY MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF HOOPER HOLMES, INC. BY ACCEPTING ANY INTEREST IN SUCH SHARES, CERTAIN PERSONS HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AND STANDSTILL AGREEMENT IN ACCORDANCE WITH THE TERMS THEREOF.

8.General Provisions.

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(a)Notices. All notices, requests, demands, and other communications required or permitted by this Agreement shall be given in accordance with Section 9.6 of the Merger Agreement.

(b)Assignment and Successors. The respective rights and obligations of the parties shall not be assignable, other than by operation of law, without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties and their successors, heirs, executors, administrators, legal representatives and permitted assigns.

(c)Entire Agreement, Amendments, and Waiver. This Agreement (together with any Schedules and Exhibits hereto and the Merger Agreement) contains the entire understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements, and understandings relating to the subject matter hereof. This Agreement may be amended, superseded, or canceled only by a written instrument duly executed by the parties specifically stating that it amends, supersedes, or cancels this Agreement. Any of the terms of this Agreement and any condition to a party’s obligations hereunder may be waived only in writing by that party specifically stating that it waives a term or condition hereof. No waiver by a party of any one or more conditions or defaults by the other in performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any future conditions or defaults, whether of a like or different character, nor shall the waiver constitute a continuing waiver unless otherwise expressly provided.

(d)Governing Law; Consent to Jurisdiction; Disputes.

(i)Governing Law. This Agreement and any disputes hereunder shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.

(ii)Jurisdiction; Waiver of Jury Trial. The Parties hereby agree that any dispute or controversy arising out of or related to this Agreement or the transactions contemplated hereby shall be conducted only in federal and state courts located in Delaware. Each Party hereby irrevocably consents and submits to the exclusive personal jurisdiction of and venue in the federal and state courts located in Delaware. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. Each Party agrees to accept service of any summons, complaint or other initial pleading made in the manner provided for the giving of notices in Section 9.6 of the Merger Agreement. Nothing in this Section 8(d)(ii), shall affect the right of any party to serve such summons, complaint or initial pleading in any other manner permitted by law.

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(iii)Specific Performance; Injunctive Relief. The parties acknowledge that each party may be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by the other party may not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which the Parent may be entitled, at law or in equity, it shall be entitled to seek to enforce any provision of this Agreement by a decree of specific performance and temporary, preliminary, and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.

(e)Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. Facsimile or other electronic transmission of any signed original document or retransmission of any such signed transmission will be deemed the same as delivery of an original. At the request of any party, the parties will confirm facsimile or other electronic transmission by signing a duplicate original document.

(f)Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and, unless the effect of such invalidity or unenforceability would prevent the parties from realizing the major portion of the economic benefits of this Agreement and the transactions contemplated hereby that they currently anticipate obtaining therefrom, shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

(g)No Third-Party Beneficiaries. Nothing in this Agreement shall provide any benefit to any Third Party or entitle any Third Party to any claim, cause of action, remedy, or right of any kind, it being the intent of the parties that this Agreement shall not be construed as a Third-Party beneficiary contract.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

HOOPER HOLMES, INC.

By:    /s/ Henry E. Dubois

Name:    Henry E. Dubois

Title: Chief Executive Officer and President

CENTURY FOCUSED FUND III, L.P.

By: CCP Focused III, LP, its general partner

By: CCP Focused III, LLC, its general partner

By:/s/ Frank Bazos__________________________

Name:    _Frank Bazos__________________________

Title:    _____Manager_____

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EXHIBIT A

Form of Joinder Agreement

JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement pursuant to the Voting and Standstill Agreement, dated as of May 11, 2017 (the “Agreement”), by and among Hooper Holmes, Inc., a New York corporation (the “Parent”), and Century Focused Fund III, LP, a Delaware limited partnership (the “Seller”). The undersigned acknowledges that execution of this Joinder Agreement is a condition precedent to the transfer of shares of Parent Common Stock from the Seller (or Affiliate thereof) to the undersigned.

The undersigned acknowledges and agrees that he, she, or it has been given a copy of the Agreement, and the undersigned has had the opportunity to review it, ask questions of the Parent and the Seller or Affiliate, and consult with legal counsel regarding execution of this Joinder Agreement.

By executing and delivering this Joinder Agreement to the Parent, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Agreement in the same manner as if the undersigned were the “Seller”.

Capitalized terms not otherwise defined in this Joinder Agreement shall have the meanings given to them in the Agreement.

The undersigned has executed and delivered to the Parent this Joinder Agreement effective as of the date set forth below.

WH-HH Holdings, LLC

/s/ Frank Bazos_______________________________________

Signature

Printed Name:    _____Frank Bazos_________________________

Date:    ___________May 11, 2017_________________

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EX-10.8

Exhibit 10.8

THE PAYMENT OF THIS NOTE AND THE RIGHTS OF THE HOLDER OF THIS NOTE ARE SUBORDINATED TO THE PAYMENT OF SENIOR INDEBTEDNESS (AS DEFINED HEREIN) AND THE RIGHTS OF EACH OF THE SENIOR LENDERS (AS DEFINED HEREIN) PURSUANT TO THE TERMS OF THE SUBORDINATION AGREEMENTS (AS DEFINED HEREIN).

CENTURY FOCUSED FUND III, L.P.
Subordinated Promissory Note

$2,091,998.00                                      May 11, 2017

In consideration of the covenants and agreements set forth in Section 5.11 of the Merger Agreement (as hereinafter defined), Provant Health Solutions, LLC, a Rhode Island limited liability company (the “Maker”), hereby promises to pay Century Focused Fund III, L.P., a Delaware limited partnership (the “Holder”), the principal sum of Two Million Ninety-One Thousand Nine Hundred Ninety-Eight Dollars and Zero Cents (the “Principal Amount”), with interest on the unpaid principal balance hereof at the rate set forth below. This Subordinated Promissory Note (this “Note”) is issued in accordance with, and is subject to the provisions of, the Agreement and Plan of Merger, dated March 7, 2017, by and among the Maker, the Holder, and the other parties thereto, as in effect from time to time (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Merger Agreement.

1.Maturity Date; Prepayment. The unpaid principal balance of this Note shall be paid in full, together with all accrued but unpaid interest thereon, on the five year anniversary of the date hereof or, if earlier, the date on which all senior indebtedness (the “Senior Indebtedness”) of the Maker to SWK and SCM (each individually, the “Senior Lender” and collectively, the “Senior Lenders”) is discharged, repaid, refinanced or otherwise satisfied (the “Maturity Date”), in each case subject to the terms of each Subordination Agreement. Subject to the terms of each Subordination Agreement, the Maker may prepay all or a portion of the unpaid principal amount of this Note, without premium or penalty. All optional prepayments shall be applied first to accrued and unpaid interest and then to unpaid principal.

2.Interest. The interest rate applicable to amounts outstanding hereunder shall be 8.25% per annum. Interest hereon shall accrue daily and be paid in full at on the Maturity Date; provided that to the extent permitted under each Subordination Agreement a minimum amount of interest equal to the “Tax Distribution” shall be paid on or before March 31 of each year. Interest on this Note shall be computed based on a 365-day year and the actual number of days elapsed, and shall accrue from the date of issuance until repayment of the unpaid Principal Amount of this Note and the payment in full of all accrued interest thereon. From and after the earlier of the Maturity Date or an Event of Default, the unpaid Principal Amount shall bear interest at a rate of 15% per annum. As used herein, “Tax Distribution” means 40% of the accrued interest for the most recently completed calendar year.

3.Subordination. The Holder, by accepting this Note, agrees that the payment of the Principal Amount of this Note, all interest thereon (including the Tax Distribution) and all other obligations of the Maker in respect of this Note (collectively, the “Subordinated Indebtedness”) is hereby expressly subordinated to the (i) Senior Indebtedness payable to SWK in accordance with the terms of the Subordination Agreement entered into on or about the date hereof by and among the Holder, the Maker and SWK and (ii) Senior Indebtedness payable to SCM in accordance with the terms of the Subordination Agreement entered into on or about the date hereof by and among the Holder, the Maker and SCM (each individually the “Subordination Agreement” and collectively, the “Subordination Agreements”).

4.Merger Agreement. The Maker and the Holder acknowledge that this Note is being issued in connection with Section 5.11 of the Merger Agreement, and may be amended in accordance with the terms therein.

5.Event of Default. The following shall constitute an “Event of Default”:

5.1.Failure of Maker to pay any principal, interest or any other sum due hereunder, within ten (10) days of the date when it is due under this Note;    

5.2.Maker’s indebtedness for borrowed money is accelerated as a result of a default or breach of or under any agreement for such borrowed money, including but not limited to loan agreements with each Senior Lender, by which Maker is bound or obligated; or

5.3.With respect to Maker, any assignment for the benefit of creditors of Maker, or appointment of a receiver, liquidator or trustee for Maker or for any of the property of Maker; insolvency of Maker; or the filing of any petition for the bankruptcy, reorganization or arrangement of Maker pursuant to the United States Bankruptcy Code or any similar federal or state statute, or the institution of any proceeding for the dissolution or liquidation of Maker, which in the case of any involuntary proceeding is not dismissed within sixty (60) days.

6.Acceleration; Remedies. Should any Event of Default occur and be continuing, upon prior written notice from Holder to Maker and subject to the terms of each Subordination Agreement, Holder may declare immediately due and payable the entire unpaid balance of principal and interest and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Holder in this Note or otherwise available to Holder at law or in equity. In such case Holder may also recover all reasonable out-of-pocket costs of any lawsuit and other activities in connection therewith, together with reasonable attorneys’ fees.

7.Waiver of Demand. Except as expressly set forth herein, the Maker hereby waives presentment, demand and protest, notice of demand, dishonor and nonpayment of this Note and all other demands and notices or demands of any kind (other than notice of intent to accelerate and/or notice of acceleration) in connection with the delivery, acceptance, performance, default or enforcement of this Note, and hereby consents to any delays, extensions of time, renewals, waivers or modifications that may be granted or consented to by the Holder with respect to the time of payment or any other provision hereof.

8008981    2

8.Choice of Law. This Note is governed by the laws of the State of New York, without regard to the choice of law provisions thereof. Any proceeding arising out of or relating to this Note shall be brought exclusively in the state and federal courts located in the state of Delaware (the “Courts”). This provision may be filed with any of the Courts as written evidence of the knowing and voluntary irrevocable agreement between the parties to waive any objections to jurisdiction, to venue or to convenience of forum. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Courts in the event any dispute arises out of this Note, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any of the Courts, and (c) agrees that it will not bring any action relating to this Note in any court other than the Courts. Maker agrees that service of any process, summons, notice (including notice of default under this Note) or document by U.S. registered mail to the address for Maker set forth in the Merger Agreement.

9.Notice. Any notice, delivery or communication delivered hereunder to the Maker or the Holder shall be in writing and made in accordance with the terms of the Merger Agreement.

10.Captions. The captions of the sections of this Note are for convenience of reference only and in no way define, limit or affect the scope or substance of any section hereof.

11.Amendment, Modification or Waiver. Subject to the terms of each Subordination Agreement, this Note shall be amended, modified or waived only by a written instrument signed by the Maker and the Holder. No delay or omission in exercising any right under this Note shall operate as a waiver of that or any other right. No waiver of any single breach or default shall be deemed a waiver of any other breach or default.

12.Registered Note; Transfer and Exchange. This Note is in registered form and is transferable only by surrender hereof at the principal executive office of the Maker. The Maker may treat the Holder as the owner hereof for all purposes, and shall not be affected by any notice to the contrary. This Note may not be transferred or assigned without the prior written consent of the non-assigning party.

13.Interest Rate Limitation. Notwithstanding anything to the contrary in this Note, the interest paid or agreed to be paid hereunder shall not exceed the maximum rate permitted under applicable law. If the Holder shall receive interest in an amount that exceeds such maximum rate, the excess amount shall be applied to the outstanding principal amount of this Note or, if it exceeds the unpaid principal amount, returned to the Maker.

[ Signature Page Follows. ]

8008981    3

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed as an instrument under seal as of the date first above written.

Provant Health Solutions, LLC

By:     /s/ Henry E. Dubois                

Name: Henry E. Dubois

Title: CEO

Agreed to and Acknowledged:

CENTURY FOCUSED FUND III, L.P.

By: CCP Focused III, LP, its general partner

By: CCP Focused III, LLC, its general partner

By:         /s/ Frank Bazos            

Name: Frank Bazos

Title: Manager

[ Signature Page to Subordinated Promissory Note ]

EX-10.9

Exhibit 10.9

HOOPER HOLMES, INC.

2011 OMNIBUS EMPLOYEE INCENTIVE PLAN

OPTION AWARD AGREEMENT

(Non-Qualified Stock Option)

Hooper Holmes, Inc., a New York corporation (the “Company”), hereby grants to the individual listed below (the “Grantee”) an Option, subject to the terms, conditions and restrictions of the Hooper Holmes, Inc. 2011 Omnibus Employee Incentive Plan (the “Plan”) and this Option Award Agreement, including the attached Appendix A (the Option Award Agreement and Appendix A are collectively referred to as the “Award Agreement”). The capitalized terms not specifically defined in this Award Agreement shall have the meanings specified in the Plan.

Name of Employee:                Henry E. Dubois

Number of Options:                500,000

Grant Date: May 11, 2017        

Option Price (per share): $0.65

Term/Expiration Date:            May 11, 2027

Vesting Schedule: All Options granted under this Award Agreement are conditioned on shareholder approval at the Company’s annual meeting of shareholders for 2017 (the “Annual Meeting”) of an amendment to the Plan to add 3,000,000 shares to the number of shares issuable under the Plan (the “Amendment”). If the Amendment is not approved at the Annual Meeting, while all Options granted under this Award Agreement will be cancelled and forfeited, the Board will work to find an equivalent alternative.

250,000 shares subject to the Option (the “Time-Based Options”) shall vest in 25% tranches, rounded down to the nearest whole number of shares, on each of the first, second, third and fourth anniversaries of the Grant Date, all subject to the provisions of this Award Agreement.

250,000 of the shares subject to the Option (the “Performance Options”) vest and become exercisable only if the Company achieves certain run rate

synergies totaling $7,000,000 for the calendar year ending December 31, 2017 as follows:

100% achieved: 100% vested

90% achieved: 80% vested

80% achieved:     60% vested

70% achieved: 20% vested

Special Provisions/Restrictions Not

Stated in the Plan (if any): Notwithstanding any contrary provisions in the Plan or Appendix A (except for the provisions in Appendix A regarding Forfeiture and Forfeiture Events, which will continue to apply), if the Grantee is terminated by the Company without Cause (as defined in the Grantee’s Employment Agreement with the Company, as it may be amended (the “Employment Agreement”)) or by the Grantee for Good Reason (as defined in the Employment Agreement), (a) the Time-Based Options will not be forfeited and will vest immediately, (b) the Performance-Based Options will not be forfeited and will vest based on the level of Company achievement of the performance criteria stated above, and (c) the Grantee will be permitted to exercise all vested Options through the Term/Expiration Date.                                

By accepting this Award Agreement as indicated below, the Grantee agrees to be bound by the terms and conditions of the Plan (as presently in effect or later amended), the rules and regulations under the Plan adopted from time to time and this Award Agreement. The Grantee has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and is familiar with the terms and provisions of the Plan and this Award Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Award Agreement. The Grantee understands that this Option has been granted to provide a means to acquire and/or expand an ownership position in Hooper Holmes, Inc., and it is expected that any stock acquired upon exercise of this Option will be retained consistent with the Company’s stock ownership guidelines in effect at the time of exercise of this Award.

The Grantee acknowledges and agrees that the exercise of any portion of this Option and the sales of Stock will be subject to applicable laws and regulations and the Company’s policy regulating trading by employees. The Grantee further agrees to notify the Company upon any change in his or her residence address.

HOOPER HOLMES, INC.                

By:    /s/ Ronald Aprahamian

Name: Ronald Aprahamian        

Title:    Chairman of the Board

Address:    560 N. Rogers Road            

Olathe, Kansas 66062

APPENDIX A

TERMS AND CONDITIONS OF THE OPTION

ARTICLE I

GRANT OF OPTION

1.1    Grant of Option. In consideration of your past and/or continued employment with the Company and for other good and valuable consideration, effective as of the Grant Date set forth in this Award Agreement (the “Grant Date”), the Company grants to you an Option to purchase any part or all of the number of shares of Stock set forth in this Award Agreement, upon the terms and conditions set forth in the Plan and this Award Agreement.

1.2    Nature of the Option. This Option shall be a Nonqualified Stock Option (NQSO). This Option is not an incentive stock option as defined under Section 422 of the Internal Revenue Code of 1986, as amended.

1.3    Option Price. The Option Price of the shares of Stock subject to the Option shall be as set forth in this Award Agreement, without commission or other charge.

ARTICLE II

PERIOD OF EXERCISABILITY

2.1    Vesting. Subject to Sections 2.2, 2.3, 2.5, 5.4, 5.5 and 5.6 of this Award Agreement and your continued employment by the Company or an Affiliate or Subsidiary, the Option shall become vested and exercisable in such amounts and at such times as are set forth in this Award Agreement.

2.2    Forfeiture and Cancelation. Subject to Sections 2.4 and 2.7 of this Award Agreement, any portion of the Option that has not vested at or before the date on which you have a Termination of Employment shall be canceled and forfeited, unless otherwise determined by the Committee. “Termination of Employment” means the occurrence of any event if immediately thereafter you are no longer an Employee of the Company or an Affiliate or Subsidiary. Such an event could include the disposition of an Affiliate or Subsidiary or business unit by the Company or an Affiliate or Subsidiary. The following events shall not be deemed a Termination of Employment:

1. A transfer of you from the Company to an Affiliate or Subsidiary, or vice versa, or from one Affiliate or Subsidiary to another; and

2. A leave of absence, duly authorized in writing by the Company or an Affiliate or Subsidiary, for military service or sickness or for any other purpose approved by the Company or an Affiliate or Subsidiary including, but not limited to, a leave of absence where your right to reemployment is guaranteed either by statute or by contract.

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However, your failure to return to active service for the Company or an Affiliate or Subsidiary at the end of an approved leave of absence shall be deemed a Termination of Employment. Although you will be considered to have been continuously employed by the Company or an Affiliate or Subsidiary and not to have incurred a Termination of Employment under this Article 2 during a leave of absence as set forth in Section 2.2(2) above, the Committee may specify that such leave period shall not be counted in determining the period of employment for purposes of the vesting of this Option.In such case, to the extent permissible by applicable law, the vesting dates for the unvested portions of the Option shall be extended by the length of any such leave of absence.

2.3    Duration of Exercisability. The vesting schedule installments of the Option provided for in the vesting schedule of this Award Agreement are cumulative. Each such installment which becomes vested and exercisable in accordance with the vesting schedule shall remain vested and exercisable until it ceases to be exercisable in accordance with Section 2.5 of this Award Agreement.

2.4    Acceleration of Vesting upon Cessation Due to Death, Long-Term Disability or Retirement. In the event you cease to be an Employee by reason of your death, your participation in the Company’s long-term disability plan (“Long-Term Disability”) or Retirement, the Option (or any portion of the Option) that is not then fully vested and exercisable shall become vested and exercisable in full as of the date you cease to be an Employee because of your death, Long-Term Disability or Retirement.

2.5    Expiration of Option. The vested portion of the Option may not be exercised to any extent by anyone after the earliest occurrence of any one of the following events:

(a)    the expiration of ten (10) years from the Grant Date;

(b)    except as set forth in a written agreement with the Company, the expiration of thirty (30) days following the date of your ceasing to be an Employee, unless such cessation was by reason of your death, Long-Term Disability or Retirement;

(c)    if you die while an Employee or within three (3) months after ceasing to be an Employee because of Long-Term Disability, the Option shall expire on the earlier of (i) the Expiration Date specified in this Award Agreement, or (ii) thirty-six (36) months after your death; or

(d)    if you cease to be an Employee because of Long-Term Disability (and you do not die within three (3) months after ceasing to be an Employee) or Retirement, the Option shall expire on the earlier of (i) the Expiration Date specified in this Award Agreement, or (ii) twelve (12) months after you cease to be an Employee.

2.6    Changes in Capital Structure. If the number of outstanding shares of Stock is increased or decreased, or the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company, on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend

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or other distribution payable in capital stock, or other increase or decrease in such shares, effected without receipt of consideration by the Company, the number and kind of shares that are then subject to the Option shall be adjusted proportionately and accordingly by the Committee in such manner and form as determined by the Committee so that your proportionate interest immediately following such adjustment shall, to the extent practicable, be the same as immediately before such event. Any such adjustment shall not change the aggregate Option Price of the Option.

2.7    Consequence of a Change of Control. If a Change of Control of the Company occurs, the provisions of either Section 12.3 or 12.4 of the Plan shall apply to this Award, as applicable.

ARTICLE III

EXERCISE OF OPTION

3.1    Persons Eligible to Exercise Option. During your lifetime only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option or any portion of the Option. After your death, but prior to the time the Option ceases to be exercisable, any exercisable portion of the Option may be exercised by your personal representative or by any person empowered to do so under your will or under the then applicable laws of descent and distribution.

3.2    Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised at any time prior to the time the Option (or that portion of the Option) ceases to be exercisable in accordance with Section 2.5 of this Award Agreement. An exercise of the Option in part will not exhaust or terminate the Option as to any remaining shares of Stock subject to the Option.

3.3    Manner of Exercise. The Option, or any exercisable portion of such Option, may be exercised as set forth below, or as may otherwise be prescribed by the Committee in the future:

(a)    delivery to the Company’s designated outsourced administrator of a notice of exercise on any business day, such notice to be delivered in the form specified by the administrator (or such other form as is prescribed by the Committee), and to reflect (i) the election to exercise some or all of the then-exercisable portion of the Option, (ii) the number of shares of Stock in respect of which the Option is being exercised, and (iii) such other representations and agreements as may be required by the Company under the provisions of the Plan; and

(b)    payment in full of the Option Price with respect to the shares of Stock for which the Option is being exercised, together with the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to the exercise of the Option (or the portion of the Option being exercised).

3.4    Form of Payment Upon Exercise of Option. The Option Price applicable to the exercise of the Option (or any portion of the Option), together with any withholding taxes (as described in Section 3.5 of this Award Agreement), shall be paid to the Company by any of the

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following methods, at your election and, with respect to paragraph (c) below, if available from the Company’s designated outsourced administrator:

(a)    in cash or cash equivalents acceptable to the Company.

(b)    by a net exercise of the Option, such that you shall be entitled to the number of shares of Stock in accordance with the following formula:

        Y(A-B)                

X=

FMV of the Stock on date of exercise

where: X    =    the number of shares of Stock to be issued to you*

Y     =    the number of shares of Stock with respect to which the Option is to be exercised, as designated in the notice of exercise

A    =    the FMV of the Stock on the date of exercise

B    =    the Option Price

*    The actual number of shares of Stock to be issued will be reduced by the amount of any withholding taxes with respect to the exercise of the Option (with any shares held back to cover payment of such taxes being valued at the FMV on the date of exercise), if arrangements are not made to pay such taxes in cash or otherwise outside of the net exercise of the Option.

Any fractional amount resulting from application of this subsection shall be settled in cash equal to such fraction multiplied by the FMV of a share of Stock on the date of exercise.

(c)    in the event you are in compliance with the Company’s share retention and ownership guidelines as of the March 31st preceding your date of exercise of the Option, if the following method of exercise is then available from the Company’s designated outsourced administrator, and to the extent provided in this Award Agreement, you shall be entitled to do a net exercise of the Option such that you will receive cash in accordance with the following formula:

X = Y(A-B)

where: X    =    the cash to be paid to you*

Y     =    the number of shares of Stock with respect to which the Option is to be exercised, as designated in the notice of exercise

A    =    the FMV of the Stock on the date of exercise

B    =    the Option Price

*    The actual cash to be paid to you will be reduced by the amount of any withholding taxes with respect to the exercise of the Option (with any cash held back to cover payment of such taxes), if arrangements are not made to pay such taxes in cash or otherwise outside of the net exercise of the Option.

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The actual cash to be paid to you may also be reduced by the amount of any fees or other expenses charged by the Company’s designated outsourced administrator with respect to the net exercise of the Option.

(d)    by any other method approved or accepted by the Committee in its sole discretion, subject to such rules and regulations as the Committee may establish.

In the event the Option (or any portion thereof) is exercised by any person or persons other than you, the Company may require appropriate proof of the right of such person(s) to exercise the Option.

No Stock will be issued pursuant to the exercise of an Option unless such issuance and such exercise have complied with all relevant provisions of law and requirements of any stock exchange upon which the Stock may then be listed. As a condition to the exercise of the Option, the Company may require you to make any representation or warranty to the Company as may be required under any applicable law or regulation.

3.5    Tax Withholding. The Company will assess its requirements regarding federal, state and local income taxes, FICA taxes, and other applicable taxes in connection with the Option. These requirements may change from time to time as laws or interpretations change. The Company’s obligation to issue shares of Stock upon exercise of any portion of the Option shall be conditioned upon your payment, or making provision satisfactory to the Company for the payment, of any taxes which the Company is obligated to withhold or collect with respect to such exercise or otherwise respect to the Option. The Company will withhold any such taxes as required by law. Regardless of the Company’s actions in this regard, you acknowledge and agree that the ultimate liability for any such taxes is your responsibility. You acknowledge and agree that the Company (i) makes no representations or undertakings regarding the treatment of any such taxes in connection with any aspect of the Option, including the subsequent sale of shares of Stock acquired under the Plan, and (ii) does not commit to structure the terms of the Option or any aspect of the Option to reduce or eliminate your liability for such taxes.

ARTICLE IV

RESTRICTIONS ON TRANSFER OF THE OPTION

4.1    Restrictions on Transfer. The Option may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

ARTICLE V

ACKNOWLEDGEMENTS AND UNDERTAKINGS BY GRANTEE

5.1    No Acquired Rights. You acknowledge and agree that:

(a)     The grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Awards or benefits in lieu of any Awards, even

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if Awards have been granted repeatedly in the past and regardless of any reasonable notice period mandated under local law;

(b)    This Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating termination, severance, resignation, redundancy, end-of-service payments, bonuses, long-term service awards, pension, retirement benefits or similar payments;

(c)    The future value of the shares of Stock that may be purchased by exercise of this Award is unknown and cannot be predicted;

(d)    No claim or entitlement to compensation or damages arises from the expiration or termination of this Award, or the diminution in value of this Award (or any shares of Stock issued upon exercise of this Award), and you irrevocably release the Company from any such claim; and

(e)    Participation in the Plan shall not create a right to further employment with the Company, any Affiliate or any Subsidiary and shall not interfere with the ability of the Company to terminate the employment relationship with you at any time, with or without cause.

5.2    No Rights as a Shareholder. You acknowledge and agree that the holder of this Award shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any shares of Stock purchasable upon the exercise of any part of this Award unless and until shares shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).

5.3    Conformity to Securities Laws.

(a)    You acknowledge that the Plan and this Award Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated under such Acts by the Securities and Exchange Commission (“SEC”), and state securities laws and regulations. Notwithstanding anything in this Award Agreement to the contrary, the Plan shall be administered, and this Award is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and the Award Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

(b)    The Company intends to have an effective registration statement on file with the SEC with respect to the shares of Stock underlying the Option granted under the terms of this Award. The Company intends to maintain this registration statement but has no obligation to do so. If the registration statement is not filed or ceases to be effective, you will not be able to transfer or sell shares issued upon exercise of the Option unless an exemption from registration under applicable securities laws is available. You agree that any resale by you of the shares of Stock issued under this Award will comply in all respects with the requirements of applicable securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the

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Exchange Act, and the respective rules and regulations promulgated under such Acts) and any other law, rule or regulation applicable thereto. The Company will not be obligated either to issue the shares or permit the resale of any shares if such issuance or resale would violate any such laws, rules or regulations.

5.4    Investment Representation. If demanded by the Committee, you (or your beneficiary) shall deliver to the Committee at any time the Option (or any portion of the Option) is exercised, a representation that the shares of Stock to be acquired upon the exercise of the Option are being acquired for investment and not with a view toward resale or with a view to distribution thereof, and that you (or your beneficiary) will comply with such restrictions as may be necessary to satisfy the requirements of federal or state securities laws. This representation shall be a condition precedent to your (or your beneficiary’s) right to acquire any shares of Stock through the exercise of the Option (or any portion thereof).

5.5    Compliance with Company Insider Trading and Other Applicable Policies. You agree to be bound by the Company’s policies regarding the purchase and transfer of the Company’s securities and understand that there may be certain times during the year in which you will be prohibited from selling, transferring, pledging, donating, assigning, hypothecating or encumbering any shares of Stock received upon exercise of this Award.

5.6    Potential Termination of Award; Forfeiture of Any Gain Realized.

You acknowledge that your continued employment and the grant of the Options herein is sufficient consideration for this Award Agreement, including, without limitation, the restrictions imposed upon you by this Section 5.6.

(a)    You acknowledge that:

(i)     the Company may in its sole and absolute discretion annul this Award (including any vested portion of this Award not yet exercised) if you cease to be an Employee as a result of a termination for Cause and such determination shall be made by the Company and shall be conclusive and binding on all interested persons; and

(ii)    the Company retains the right to cause a forfeiture of the gain realized by you in connection with this Award, including its exercise, on account of actions you take that are in violation of or in conflict with the provisions of this Award Agreement, or any (i) employment agreement, (ii) non-competition agreement, (iii) agreement prohibiting solicitation of Employees or clients of the Company or any Affiliate or Subsidiary, or (iv) any confidentiality obligation with respect to the Company or any Affiliate or Subsidiary.

(b)    In addition, in accordance with the Plan, if (A) the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under applicable securities laws, and (B) you are either an individual who is subject to the automatic forfeiture provisions of Section 304 of the Sarbanes-Oxley Act of 2002 or are determined by the Committee to have knowingly engaged or

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failed to prevent the misconduct or have been grossly negligent in engaging in or failing to prevent the misconduct, you shall be obligated to reimburse the Company for (i) any equity-based compensation you have received from the Company during the 12-month period following the first public issuance or filing with the SEC of the financial document(s) embodying the financial reporting requirement, and (ii) any profits realized from the sale of securities of the Company during that 12-month period. Any determination by the Committee with respect to the foregoing shall be final, conclusive and binding on all interested persons.

(c)    (i)    Forfeiture Events. A “Forfeiture Event” shall have occurred if, during the Restricted Period (as defined below), and as set forth below, without the prior written consent of the Company, you commit any of the following acts or permit any of the following conditions to exist:

1.    During the Restricted Period and at any point after the Restricted Period ends, you directly or indirectly disclose or reveal to any person Confidential Information (as defined below) relating to the Company or any Subsidiary or Affiliate except as necessary to the performance of your duties to the Company, any Subsidiary or Affiliate or as required by law. You agree that the Confidential Information constitutes the exclusive property of the Company.

2.    You directly or indirectly (including by causing, advising or assisting any individual, corporation or partnership or other entity to do so) recruit, solicit or entice any employee(s) of the Company or any Subsidiary or Affiliate to leave his/her employment with such entity, whether for employment with or as a consultant, contractor or subcontractor to any other company or entity, or for any other reason.

3.    You directly or indirectly (including by causing, advising or assisting any individual, corporation, partnership or other entity to do so) approach any Customer (as defined below), seek Business (as defined below) from any Customer, or refer Business from any Customer other than on behalf and for the benefit of the Company and any and all Subsidiaries and Affiliates, or be paid commissions or other consideration based on Business offered by or received from any Customer by any enterprise or entity other than the Company or any Subsidiary or Affiliate. This paragraph “3” shall not apply, and shall be of no force or effect, in the event that the Company or any Subsidiary or Affiliate, as the case may be, gives its written consent to your employment in accordance with paragraph “4” below.

4.    You accept employment within the United States in any capacity or engage, either directly or indirectly, for the benefit of any person, firm, corporation, partnership, association or other entity in competition with the Company or any Subsidiary or Affiliate in any business in which the Company or any Subsidiary or Affiliate is engaged during your tenure with the Company or any Subsidiary or Affiliate, provided that the Company shall give its written

8

consent upon your reasonable demonstration that you can fully perform such employment or engagement without violating any of the provisions of paragraphs “1”, “2”, and “3” hereof. This paragraph “4” shall not apply, and shall be of no force or effect, in the event that this restriction is not permissible under the rules of professional conduct applicable to the position you hold with the Company.

(ii)    Forfeiture. If the Committee determines that a Forfeiture Event has occurred or is ongoing, then the following forfeitures and related actions as determined by the Committee will occur:

1.    Any portion of the Option (whether or not vested) that has not been exercised as of the date of such determination shall be immediately canceled and forfeited;

2.    You shall automatically forfeit any rights you may have with respect to the Option as of the date of such determination;

3.    If you have exercised all or any part of the Option within the 12-month period immediately preceding the earliest Forfeiture Event (or following the date of the earliest Forfeiture Event), upon the Company’s demand, you shall immediately deliver to it a certificate or certificates for Stock with a Fair Market Value (determined on the date of such demand) equal to the gain realized by you upon such exercise; and/or

4.    You shall be obligated to pay the Company any amounts realized from the sale of any or part of the Stock Award.

(iii)    Definitions. For purposes of this Section 5.6(c), the following definitions shall apply:

1.“Business” means any of the products or services that the Company or any Subsidiary or Affiliate provided or sold to its customers or offered or considered offering for sale to its customers at any time during the Restricted Period.

2.“Confidential Information” means confidential and proprietary information of the Company and Subsidiaries and Affiliates, and financial information, trade secrets, technical data, business methods and procedures, names of customers, sales records, customer billing data, software details, operations workflows of customers businesses, training and operational manuals, and other materials and information which constitute the property of the Company, Subsidiaries and/or Affiliates and which enable the Company to compete successfully in its business.

3.“Customer” means any person, firm, corporation, partnership, limited liability company, association or other entity as to which you engaged,

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participated or assisted in efforts to evaluate, plan, propose or implement the offering of products or services by the Company, any Subsidiary or Affiliate, or any of its successors or assigns, during the Restricted Period.

4.“Restricted Period” means the period during which you are employed by the Company or an Affiliate or Subsidiary and twelve (12) months following the date that you cease to be employed by the Company or an Affiliate or Subsidiary for any reason whatsoever.

(iv)    Severability. You acknowledge and agree that the period, scope and geographic areas of restriction imposed upon you by the provisions of Section 5.6(c) are fair and reasonable and are reasonably required for the protection of the Company, Affiliates and Subsidiaries. In the event that any part of this Award Agreement, including, without limitation, Section 5.6(c), is held to be unenforceable or invalid, the remaining parts of this Award Agreement and Section 5.6(c) shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part of this Award Agreement. If any one of the provisions in Section 5.6(c) is held to be excessively broad as to period, scope or geographic area, any such provision shall be construed by limiting it to the extent necessary to be enforceable under applicable law.

(v)    Additional Remedies. You acknowledge that breach by you of this Award Agreement would cause irreparable harm to the Company, Affiliates and Subsidiaries, and that in the event of such breach, the Company shall have, in addition to monetary damages and other remedies at law, the right to an injunction, specific performance and other equitable relief (without the need to post a bond) to prevent violations of your obligations hereunder. In the event of any action to enforce the provisions of this Section 5.6(c), whether by suit in a court of law, arbitration, mediation, alternative dispute resolution or the like, if the Company prevails, you shall pay all the Company’s expenses thereof, including, but not limited to, reasonable attorneys’ fees.

ARTICLE VI

LIMITATIONS APPLICABLE TO EXCHANGE ACT SECTION 16 PERSONS

6.1    Limitations Applicable to Exchange Act Section 16 Persons. Notwithstanding any provision of the Plan or any other provision of this Award Agreement to the contrary, if you are subject to Section 16 of the Exchange Act, the Plan, this Award Agreement and the Option shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 under the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Award Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

ARTICLE VII

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MISCELLANEOUS

7.1    Designation of Beneficiary. You may, from time to time, designate any beneficiary or beneficiaries to whom any benefit under this Award Agreement is to be paid in case of your death prior to the receipt of all such benefits. Each designation shall revoke all prior designations, shall be in a form prescribed by the Committee or its designee, and will be effective only when filed with the Committee or its designee. In the absence of any such designation, any benefits remaining unpaid at the time of your death shall be paid to your estate.

7.2    Notices. Except as may be otherwise provided in the Plan, any written notices provided for in the Plan or this Award Agreement shall be in writing and shall be deemed sufficiently given if either hand-delivered or if sent by fax or overnight courier, or by postage-paid first-class mail. Notices sent by mail shall be deemed received three (3) business days after mailed but in no event later than the date of actual receipt. Notice may also be provided by electronic submission, if and to the extent permitted by the Committee. Notices shall be directed, if to you, at your address indicated by the Company’s records, or, if to the Company, at the Company’s principal office, attention: Corporate Secretary.

7.3    Data Privacy. By entering into this Award Agreement, you (a) authorize the Company and any agent of the Company administering the Plan or providing Plan recordkeeping services to disclose to the Company or any Affiliate or Subsidiary such information and data as the Company or any such Affiliate or Subsidiary shall request in order to facilitate the grant of options and the administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company to store and transmit such information in electronic form.

7.4    Waiver. The waiver by the Company or an Affiliate or Subsidiary of any provision of this Award Agreement shall not operate as or be construed to be a subsequent waiver of the same provision or waiver of any other provision hereof.

7.5    Severability. The provisions of this Award Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

7.6    Counterparts; Further Instruments. This Award Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties to this Award Agreement agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Award Agreement.

7.7    Amendment, Suspension and Termination. To the extent permitted by the Plan, this Award Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee, provided, that, except as may otherwise be provided in the Plan, no amendment, modification, suspension or termination of this Award Agreement shall adversely affect the Option in any material way without your prior written consent.

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7.8    Entire Agreement. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof. In the event of any contradiction, distinction or difference between this Award Agreement and the terms of the Plan, the terms of the Plan will control.

7.9    Governing Law. This Award Agreement shall be administered, interpreted and enforced under the laws of the State of New York, without regard to the conflicts of law principles of the State of New York.

7.10    Captions. Captions provided in this Award Agreement are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.

7.11    Successors and Assigns. The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Award Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and/or this Award Agreement, this Award Agreement shall be binding upon you and your heirs, executors, administrators, successors and assigns.

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EX-10.10

Exhibit 10.10

HOOPER HOLMES, INC.

2011 OMNIBUS EMPLOYEE INCENTIVE PLAN

OPTION AWARD AGREEMENT

(Non-Qualified Stock Option)

Hooper Holmes, Inc., a New York corporation (the “Company”), hereby grants to the individual listed below (the “Grantee”) an Option, subject to the terms, conditions and restrictions of the Hooper Holmes, Inc. 2011 Omnibus Employee Incentive Plan (the “Plan”) and this Option Award Agreement, including the attached Appendix A (the Option Award Agreement and Appendix A are collectively referred to as the “Award Agreement”). The capitalized terms not specifically defined in this Award Agreement shall have the meanings specified in the Plan.

Name of Employee:                Steven Balthazor

Number of Options:                250,000

Grant Date: May 11, 2017        

Option Price (per share): $0.65

Term/Expiration Date:            May 11, 2027

Vesting Schedule: All Options granted under this Award Agreement are conditioned on shareholder approval at the Company’s annual meeting of shareholders for 2017 (the “Annual Meeting”) of an amendment to the Plan to add 3,000,000 shares to the number of shares issuable under the Plan (the “Amendment”). If the Amendment is not approved at the Annual Meeting, while all Options granted under this Award Agreement will be cancelled and forfeited, the Board will work to find an equivalent alternative.

125,000 shares subject to the Option (the “Time-Based Options”) shall vest in 25% tranches, rounded down to the nearest whole number of shares, on each of the first, second, third and fourth anniversaries of the Grant Date, all subject to the provisions of this Award Agreement.

125,000 of the shares subject to the Option (the “Performance Options”) vest and become exercisable only if the Company achieves certain run rate

synergies totaling $7,000,000 for the calendar year ending December 31, 2017 as follows:

100% achieved: 100% vested

90% achieved: 80% vested

80% achieved:     60% vested

70% achieved: 20% vested

Special Provisions/Restrictions Not

Stated in the Plan (if any): None

By accepting this Award Agreement as indicated below, the Grantee agrees to be bound by the terms and conditions of the Plan (as presently in effect or later amended), the rules and regulations under the Plan adopted from time to time and this Award Agreement. The Grantee has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and is familiar with the terms and provisions of the Plan and this Award Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Award Agreement. The Grantee understands that this Option has been granted to provide a means to acquire and/or expand an ownership position in Hooper Holmes, Inc., and it is expected that any stock acquired upon exercise of this Option will be retained consistent with the Company’s stock ownership guidelines in effect at the time of exercise of this Award.

The Grantee acknowledges and agrees that the exercise of any portion of this Option and the sales of Stock will be subject to applicable laws and regulations and the Company’s policy regulating trading by employees. The Grantee further agrees to notify the Company upon any change in his or her residence address.

HOOPER HOLMES, INC.                

By:    /s/ Henry E. Dubois

Name: Henry E. Dubois        

Title:    Chief Executive Officer

Address:    560 N. Rogers Road            

Olathe, Kansas 66062

APPENDIX A

TERMS AND CONDITIONS OF THE OPTION

ARTICLE I

GRANT OF OPTION

1.1    Grant of Option. In consideration of your past and/or continued employment with the Company and for other good and valuable consideration, effective as of the Grant Date set forth in this Award Agreement (the “Grant Date”), the Company grants to you an Option to purchase any part or all of the number of shares of Stock set forth in this Award Agreement, upon the terms and conditions set forth in the Plan and this Award Agreement.

1.2    Nature of the Option. This Option shall be a Nonqualified Stock Option (NQSO). This Option is not an incentive stock option as defined under Section 422 of the Internal Revenue Code of 1986, as amended.

1.3    Option Price. The Option Price of the shares of Stock subject to the Option shall be as set forth in this Award Agreement, without commission or other charge.

ARTICLE II

PERIOD OF EXERCISABILITY

2.1    Vesting. Subject to Sections 2.2, 2.3, 2.5, 5.4, 5.5 and 5.6 of this Award Agreement and your continued employment by the Company or an Affiliate or Subsidiary, the Option shall become vested and exercisable in such amounts and at such times as are set forth in this Award Agreement.

2.2    Forfeiture and Cancelation. Subject to Sections 2.4 and 2.7 of this Award Agreement, any portion of the Option that has not vested at or before the date on which you have a Termination of Employment shall be canceled and forfeited, unless otherwise determined by the Committee. “Termination of Employment” means the occurrence of any event if immediately thereafter you are no longer an Employee of the Company or an Affiliate or Subsidiary. Such an event could include the disposition of an Affiliate or Subsidiary or business unit by the Company or an Affiliate or Subsidiary. The following events shall not be deemed a Termination of Employment:

1. A transfer of you from the Company to an Affiliate or Subsidiary, or vice versa, or from one Affiliate or Subsidiary to another; and

2. A leave of absence, duly authorized in writing by the Company or an Affiliate or Subsidiary, for military service or sickness or for any other purpose approved by the Company or an Affiliate or Subsidiary including, but not limited to, a leave of absence where your right to reemployment is guaranteed either by statute or by contract.

However, your failure to return to active service for the Company or an Affiliate or Subsidiary at the end of an approved leave of absence shall be deemed a Termination of Employment. Although you will be considered to have been continuously employed by the Company or an Affiliate or Subsidiary and not to have incurred a Termination of Employment under this Article 2 during a leave of absence as set forth in Section 2.2(2) above, the Committee may specify that such leave period shall not be counted in determining the period of employment for purposes of the vesting of this Option.In such case, to the extent permissible by applicable law, the vesting dates for the unvested portions of the Option shall be extended by the length of any such leave of absence.

2.3    Duration of Exercisability. The vesting schedule installments of the Option provided for in the vesting schedule of this Award Agreement are cumulative. Each such installment which becomes vested and exercisable in accordance with the vesting schedule shall remain vested and exercisable until it ceases to be exercisable in accordance with Section 2.5 of this Award Agreement.

2.4    Acceleration of Vesting upon Cessation Due to Death, Long-Term Disability or Retirement. In the event you cease to be an Employee by reason of your death, your participation in the Company’s long-term disability plan (“Long-Term Disability”) or Retirement, the Option (or any portion of the Option) that is not then fully vested and exercisable shall become vested and exercisable in full as of the date you cease to be an Employee because of your death, Long-Term Disability or Retirement.

2.5    Expiration of Option. The vested portion of the Option may not be exercised to any extent by anyone after the earliest occurrence of any one of the following events:

(a)    the expiration of ten (10) years from the Grant Date;

(b)    except as set forth in a written agreement with the Company, the expiration of thirty (30) days following the date of your ceasing to be an Employee, unless such cessation was by reason of your death, Long-Term Disability or Retirement;

(c)    if you die while an Employee or within three (3) months after ceasing to be an Employee because of Long-Term Disability, the Option shall expire on the earlier of (i) the Expiration Date specified in this Award Agreement, or (ii) thirty-six (36) months after your death; or

(d)    if you cease to be an Employee because of Long-Term Disability (and you do not die within three (3) months after ceasing to be an Employee) or Retirement, the Option shall expire on the earlier of (i) the Expiration Date specified in this Award Agreement, or (ii) twelve (12) months after you cease to be an Employee.

2.6    Changes in Capital Structure. If the number of outstanding shares of Stock is increased or decreased, or the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company, on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares, effected without receipt of consideration by the Company, the number and kind of shares that are then subject to the Option shall be adjusted proportionately and accordingly by the Committee in such manner and form as determined by the Committee so that your proportionate interest immediately following such adjustment shall, to the extent practicable, be the same as immediately before such event. Any such adjustment shall not change the aggregate Option Price of the Option.

2.7    Consequence of a Change of Control. If a Change of Control of the Company occurs, the provisions of either Section 12.3 or 12.4 of the Plan shall apply to this Award, as applicable.

ARTICLE III

EXERCISE OF OPTION

3.1    Persons Eligible to Exercise Option. During your lifetime only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option or any portion of the Option. After your death, but prior to the time the Option ceases to be exercisable, any exercisable portion of the Option may be exercised by your personal representative or by any person empowered to do so under your will or under the then applicable laws of descent and distribution.

3.2    Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised at any time prior to the time the Option (or that portion of the Option) ceases to be exercisable in accordance with Section 2.5 of this Award Agreement. An exercise of the Option in part will not exhaust or terminate the Option as to any remaining shares of Stock subject to the Option.

3.3    Manner of Exercise. The Option, or any exercisable portion of such Option, may be exercised as set forth below, or as may otherwise be prescribed by the Committee in the future:

(a)    delivery to the Company’s designated outsourced administrator of a notice of exercise on any business day, such notice to be delivered in the form specified by the administrator (or such other form as is prescribed by the Committee), and to reflect (i) the election to exercise some or all of the then-exercisable portion of the Option, (ii) the number of shares of Stock in respect of which the Option is being exercised, and (iii) such other representations and agreements as may be required by the Company under the provisions of the Plan; and

(b)    payment in full of the Option Price with respect to the shares of Stock for which the Option is being exercised, together with the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to the exercise of the Option (or the portion of the Option being exercised).

3.4    Form of Payment Upon Exercise of Option. The Option Price applicable to the exercise of the Option (or any portion of the Option), together with any withholding taxes (as described in Section 3.5 of this Award Agreement), shall be paid to the Company by any of the following methods, at your election and, with respect to paragraph (c) below, if available from the Company’s designated outsourced administrator:

(a)    in cash or cash equivalents acceptable to the Company.

(b)    by a net exercise of the Option, such that you shall be entitled to the number of shares of Stock in accordance with the following formula:

        Y(A-B)                

X=

FMV of the Stock on date of exercise

where: X    =    the number of shares of Stock to be issued to you*

Y     =    the number of shares of Stock with respect to which the Option is to be exercised, as designated in the notice of exercise

A    =    the FMV of the Stock on the date of exercise

B    =    the Option Price

*    The actual number of shares of Stock to be issued will be reduced by the amount of any withholding taxes with respect to the exercise of the Option (with any shares held back to cover payment of such taxes being valued at the FMV on the date of exercise), if arrangements are not made to pay such taxes in cash or otherwise outside of the net exercise of the Option.

Any fractional amount resulting from application of this subsection shall be settled in cash equal to such fraction multiplied by the FMV of a share of Stock on the date of exercise.

(c)    in the event you are in compliance with the Company’s share retention and ownership guidelines as of the March 31st preceding your date of exercise of the Option, if the following method of exercise is then available from the Company’s designated outsourced administrator, and to the extent provided in this Award Agreement, you shall be entitled to do a net exercise of the Option such that you will receive cash in accordance with the following formula:

X = Y(A-B)

where: X    =    the cash to be paid to you*

Y     =    the number of shares of Stock with respect to which the Option is to be exercised, as designated in the notice of exercise

A    =    the FMV of the Stock on the date of exercise

B    =    the Option Price

*    The actual cash to be paid to you will be reduced by the amount of any withholding taxes with respect to the exercise of the Option (with any cash held back to cover payment of such taxes), if arrangements are not made to pay such taxes in cash or otherwise outside of the net exercise of the Option. The actual cash to be paid to you may also be reduced by the amount of any fees or other expenses charged by the Company’s designated outsourced administrator with respect to the net exercise of the Option.

(d)    by any other method approved or accepted by the Committee in its sole discretion, subject to such rules and regulations as the Committee may establish.

In the event the Option (or any portion thereof) is exercised by any person or persons other than you, the Company may require appropriate proof of the right of such person(s) to exercise the Option.

No Stock will be issued pursuant to the exercise of an Option unless such issuance and such exercise have complied with all relevant provisions of law and requirements of any stock exchange upon which the Stock may then be listed. As a condition to the exercise of the Option, the Company may require you to make any representation or warranty to the Company as may be required under any applicable law or regulation.

3.5    Tax Withholding. The Company will assess its requirements regarding federal, state and local income taxes, FICA taxes, and other applicable taxes in connection with the Option. These requirements may change from time to time as laws or interpretations change. The Company’s obligation to issue shares of Stock upon exercise of any portion of the Option shall be conditioned upon your payment, or making provision satisfactory to the Company for the payment, of any taxes which the Company is obligated to withhold or collect with respect to such exercise or otherwise respect to the Option. The Company will withhold any such taxes as required by law. Regardless of the Company’s actions in this regard, you acknowledge and agree that the ultimate liability for any such taxes is your responsibility. You acknowledge and agree that the Company (i) makes no representations or undertakings regarding the treatment of any such taxes in connection with any aspect of the Option, including the subsequent sale of shares of Stock acquired under the Plan, and (ii) does not commit to structure the terms of the Option or any aspect of the Option to reduce or eliminate your liability for such taxes.

ARTICLE IV

RESTRICTIONS ON TRANSFER OF THE OPTION

4.1    Restrictions on Transfer. The Option may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

ARTICLE V

ACKNOWLEDGEMENTS AND UNDERTAKINGS BY GRANTEE

5.1    No Acquired Rights. You acknowledge and agree that:

(a)     The grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Awards or benefits in lieu of any Awards, even if Awards have been granted repeatedly in the past and regardless of any reasonable notice period mandated under local law;

(b)    This Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating termination, severance, resignation, redundancy, end-of-service payments, bonuses, long-term service awards, pension, retirement benefits or similar payments;

(c)    The future value of the shares of Stock that may be purchased by exercise of this Award is unknown and cannot be predicted;

(d)    No claim or entitlement to compensation or damages arises from the expiration or termination of this Award, or the diminution in value of this Award (or any shares of Stock issued upon exercise of this Award), and you irrevocably release the Company from any such claim; and

(e)    Participation in the Plan shall not create a right to further employment with the Company, any Affiliate or any Subsidiary and shall not interfere with the ability of the Company to terminate the employment relationship with you at any time, with or without cause.

5.2    No Rights as a Shareholder. You acknowledge and agree that the holder of this Award shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any shares of Stock purchasable upon the exercise of any part of this Award unless and until shares shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).

5.3    Conformity to Securities Laws.

(a)    You acknowledge that the Plan and this Award Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated under such Acts by the Securities and Exchange Commission (“SEC”), and state securities laws and regulations. Notwithstanding anything in this Award Agreement to the contrary, the Plan shall be administered, and this Award is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and the Award Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

(b)    The Company intends to have an effective registration statement on file with the SEC with respect to the shares of Stock underlying the Option granted under the terms of this Award. The Company intends to maintain this registration statement but has no obligation to do so. If the registration statement is not filed or ceases to be effective, you will not be able to transfer or sell shares issued upon exercise of the Option unless an exemption from registration under applicable securities laws is available. You agree that any resale by you of the shares of Stock issued under this Award will comply in all respects with the requirements of applicable securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act, and the respective rules and regulations promulgated under such Acts) and any other law, rule or regulation applicable thereto. The Company will not be obligated either to issue the shares or permit the resale of any shares if such issuance or resale would violate any such laws, rules or regulations.

5.4    Investment Representation. If demanded by the Committee, you (or your beneficiary) shall deliver to the Committee at any time the Option (or any portion of the Option) is exercised, a representation that the shares of Stock to be acquired upon the exercise of the Option are being acquired for investment and not with a view toward resale or with a view to distribution thereof, and that you (or your beneficiary) will comply with such restrictions as may be necessary to satisfy the requirements of federal or state securities laws. This representation shall be a condition precedent to your (or your beneficiary’s) right to acquire any shares of Stock through the exercise of the Option (or any portion thereof).

5.5    Compliance with Company Insider Trading and Other Applicable Policies. You agree to be bound by the Company’s policies regarding the purchase and transfer of the Company’s securities and understand that there may be certain times during the year in which you will be prohibited from selling, transferring, pledging, donating, assigning, hypothecating or encumbering any shares of Stock received upon exercise of this Award.

5.6    Potential Termination of Award; Forfeiture of Any Gain Realized.

You acknowledge that your continued employment and the grant of the Options herein is sufficient consideration for this Award Agreement, including, without limitation, the restrictions imposed upon you by this Section 5.6.

(a)    You acknowledge that:

(i)     the Company may in its sole and absolute discretion annul this Award (including any vested portion of this Award not yet exercised) if you cease to be an Employee as a result of a termination for Cause and such determination shall be made by the Company and shall be conclusive and binding on all interested persons; and

(ii)    the Company retains the right to cause a forfeiture of the gain realized by you in connection with this Award, including its exercise, on account of actions you take that are in violation of or in conflict with the provisions of this Award Agreement, or any (i) employment agreement, (ii) non-competition agreement, (iii) agreement prohibiting solicitation of Employees or clients of the Company or any Affiliate or Subsidiary, or (iv) any confidentiality obligation with respect to the Company or any Affiliate or Subsidiary.

(b)    In addition, in accordance with the Plan, if (A) the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under applicable securities laws, and (B) you are either an individual who is subject to the automatic forfeiture provisions of Section 304 of the Sarbanes-Oxley Act of 2002 or are determined by the Committee to have knowingly engaged or failed to prevent the misconduct or have been grossly negligent in engaging in or failing to prevent the misconduct, you shall be obligated to reimburse the Company for (i) any equity-based compensation you have received from the Company during the 12-month period following the first public issuance or filing with the SEC of the financial document(s) embodying the financial reporting requirement, and (ii) any profits realized from the sale of securities of the Company during that 12-month period. Any determination by the Committee with respect to the foregoing shall be final, conclusive and binding on all interested persons.

(c)    (i)    Forfeiture Events. A “Forfeiture Event” shall have occurred if, during the Restricted Period (as defined below), and as set forth below, without the prior written consent of the Company, you commit any of the following acts or permit any of the following conditions to exist:

1.    During the Restricted Period and at any point after the Restricted Period ends, you directly or indirectly disclose or reveal to any person Confidential Information (as defined below) relating to the Company or any Subsidiary or Affiliate except as necessary to the performance of your duties to the Company, any Subsidiary or Affiliate or as required by law. You agree that the Confidential Information constitutes the exclusive property of the Company.

2.    You directly or indirectly (including by causing, advising or assisting any individual, corporation or partnership or other entity to do so) recruit, solicit or entice any employee(s) of the Company or any Subsidiary or Affiliate to leave his/her employment with such entity, whether for employment with or as a consultant, contractor or subcontractor to any other company or entity, or for any other reason.

3.    You directly or indirectly (including by causing, advising or assisting any individual, corporation, partnership or other entity to do so) approach any Customer (as defined below), seek Business (as defined below) from any Customer, or refer Business from any Customer other than on behalf and for the benefit of the Company and any and all Subsidiaries and Affiliates, or be paid commissions or other consideration based on Business offered by or received from any Customer by any enterprise or entity other than the Company or any Subsidiary or Affiliate. This paragraph “3” shall not apply, and shall be of no force or effect, in the event that the Company or any Subsidiary or Affiliate, as the case may be, gives its written consent to your employment in accordance with paragraph “4” below.

4.    You accept employment within the United States in any capacity or engage, either directly or indirectly, for the benefit of any person, firm, corporation, partnership, association or other entity in competition with the Company or any Subsidiary or Affiliate in any business in which the Company or any Subsidiary or Affiliate is engaged during your tenure with the Company or any Subsidiary or Affiliate, provided that the Company shall give its written consent upon your reasonable demonstration that you can fully perform such employment or engagement without violating any of the provisions of paragraphs “1”, “2”, and “3” hereof. This paragraph “4” shall not apply, and shall be of no force or effect, in the event that this restriction is not permissible under the rules of professional conduct applicable to the position you hold with the Company.

(ii)    Forfeiture. If the Committee determines that a Forfeiture Event has occurred or is ongoing, then the following forfeitures and related actions as determined by the Committee will occur:

1.    Any portion of the Option (whether or not vested) that has not been exercised as of the date of such determination shall be immediately canceled and forfeited;

2.    You shall automatically forfeit any rights you may have with respect to the Option as of the date of such determination;

3.    If you have exercised all or any part of the Option within the 12-month period immediately preceding the earliest Forfeiture Event (or following the date of the earliest Forfeiture Event), upon the Company’s demand, you shall immediately deliver to it a certificate or certificates for Stock with a Fair Market Value (determined on the date of such demand) equal to the gain realized by you upon such exercise; and/or

4.    You shall be obligated to pay the Company any amounts realized from the sale of any or part of the Stock Award.

(iii)    Definitions. For purposes of this Section 5.6(c), the following definitions shall apply:

1.“Business” means any of the products or services that the Company or any Subsidiary or Affiliate provided or sold to its customers or offered or considered offering for sale to its customers at any time during the Restricted Period.

2.“Confidential Information” means confidential and proprietary information of the Company and Subsidiaries and Affiliates, and financial information, trade secrets, technical data, business methods and procedures, names of customers, sales records, customer billing data, software details, operations workflows of customers businesses, training and operational manuals, and other materials and information which constitute the property of the Company, Subsidiaries and/or Affiliates and which enable the Company to compete successfully in its business.

3.“Customer” means any person, firm, corporation, partnership, limited liability company, association or other entity as to which you engaged, participated or assisted in efforts to evaluate, plan, propose or implement the offering of products or services by the Company, any Subsidiary or Affiliate, or any of its successors or assigns, during the Restricted Period.

4.“Restricted Period” means the period during which you are employed by the Company or an Affiliate or Subsidiary and twelve (12) months following the date that you cease to be employed by the Company or an Affiliate or Subsidiary for any reason whatsoever.

(iv)    Severability. You acknowledge and agree that the period, scope and geographic areas of restriction imposed upon you by the provisions of Section 5.6(c) are fair and reasonable and are reasonably required for the protection of the Company, Affiliates and Subsidiaries. In the event that any part of this Award Agreement, including, without limitation, Section 5.6(c), is held to be unenforceable or invalid, the remaining parts of this Award Agreement and Section 5.6(c) shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part of this Award Agreement. If any one of the provisions in Section 5.6(c) is held to be excessively broad as to period, scope or geographic area, any such provision shall be construed by limiting it to the extent necessary to be enforceable under applicable law.

(v)    Additional Remedies. You acknowledge that breach by you of this Award Agreement would cause irreparable harm to the Company, Affiliates and Subsidiaries, and that in the event of such breach, the Company shall have, in addition to monetary damages and other remedies at law, the right to an injunction, specific performance and other equitable relief (without the need to post a bond) to prevent violations of your obligations hereunder. In the event of any action to enforce the provisions of this Section 5.6(c), whether by suit in a court of law, arbitration, mediation, alternative dispute resolution or the like, if the Company prevails, you shall pay all the Company’s expenses thereof, including, but not limited to, reasonable attorneys’ fees.

ARTICLE VI

LIMITATIONS APPLICABLE TO EXCHANGE ACT SECTION 16 PERSONS

6.1    Limitations Applicable to Exchange Act Section 16 Persons. Notwithstanding any provision of the Plan or any other provision of this Award Agreement to the contrary, if you are subject to Section 16 of the Exchange Act, the Plan, this Award Agreement and the Option shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 under the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Award Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

ARTICLE VII

MISCELLANEOUS

7.1    Designation of Beneficiary. You may, from time to time, designate any beneficiary or beneficiaries to whom any benefit under this Award Agreement is to be paid in case of your death prior to the receipt of all such benefits. Each designation shall revoke all prior designations, shall be in a form prescribed by the Committee or its designee, and will be effective only when filed with the Committee or its designee. In the absence of any such designation, any benefits remaining unpaid at the time of your death shall be paid to your estate.

7.2    Notices. Except as may be otherwise provided in the Plan, any written notices provided for in the Plan or this Award Agreement shall be in writing and shall be deemed sufficiently given if either hand-delivered or if sent by fax or overnight courier, or by postage-paid first-class mail. Notices sent by mail shall be deemed received three (3) business days after mailed but in no event later than the date of actual receipt. Notice may also be provided by electronic submission, if and to the extent permitted by the Committee. Notices shall be directed, if to you, at your address indicated by the Company’s records, or, if to the Company, at the Company’s principal office, attention: Corporate Secretary.

7.3    Data Privacy. By entering into this Award Agreement, you (a) authorize the Company and any agent of the Company administering the Plan or providing Plan recordkeeping services to disclose to the Company or any Affiliate or Subsidiary such information and data as the Company or any such Affiliate or Subsidiary shall request in order to facilitate the grant of options and the administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company to store and transmit such information in electronic form.

7.4    Waiver. The waiver by the Company or an Affiliate or Subsidiary of any provision of this Award Agreement shall not operate as or be construed to be a subsequent waiver of the same provision or waiver of any other provision hereof.

7.5    Severability. The provisions of this Award Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

7.6    Counterparts; Further Instruments. This Award Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties to this Award Agreement agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Award Agreement.

7.7    Amendment, Suspension and Termination. To the extent permitted by the Plan, this Award Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee, provided, that, except as may otherwise be provided in the Plan, no amendment, modification, suspension or termination of this Award Agreement shall adversely affect the Option in any material way without your prior written consent.

7.8    Entire Agreement. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof. In the event of any contradiction, distinction or difference between this Award Agreement and the terms of the Plan, the terms of the Plan will control.

7.9    Governing Law. This Award Agreement shall be administered, interpreted and enforced under the laws of the State of New York, without regard to the conflicts of law principles of the State of New York.

7.10    Captions. Captions provided in this Award Agreement are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.

7.11    Successors and Assigns. The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Award Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and/or this Award Agreement, this Award Agreement shall be binding upon you and your heirs, executors, administrators, successors and assigns.

EX-23.1

Exhibit 23.1

Consent of Independent Auditor

We consent to the incorporation by reference in the Registration Statements (Nos. 333-212509, 333-196231, 333-176309, 333-159473, and 333-150278) on Form S-8 of Hooper Holmes, Inc. of our report dated March 16, 2017, relating to the financial statements of Provant Health Solutions, LLC, appearing in this Current Report on Form 8-K of Hooper Holmes, Inc. Our report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s ability to continue as a going concern.

/s/ RSM US LLP

Boston, Massachusetts

May 12, 2017

EX-99.1

(OTCQX: HPHW) Earnings Presentation Speakers: Henry Dubois, Chief Executive Officer Steven Balthazor, Chief Financial Officer

Safe Harbor 2 Special Note Regarding Forward-Looking Statements This presentation contains forward-looking statements, as such term is defined in the Private Securities Litigation Reform Act of 1995, concerning the Company’s plans, objectives, goals, strategies, future events or performances, which are not statements of historical fact and can be identified by words such as: “expect,” “continue,” “should,” “may,” “will,” “project,” “anticipate,” “believe,” “plan,” “goal,” and similar references to future periods. The forward-looking statements contained in this presentation reflect our current beliefs and expectations. Actual results or performance may differ materially from what is expressed in the forward looking statements. Among the important factors that could cause actual results to differ materially from those expressed in, or implied by, the forward- looking statements contained in this presentation are our ability to realize the expected synergies and other benefits from our merger with Provant Health Solutions; our ability to realize the expected benefits from the acquisition of Accountable Health Solutions and our strategic alliance with Clinical Reference Laboratory; our ability to successfully implement our business strategy and integrate Accountable Health Solutions’ and Provant Health Solutions’ business with ours; our ability to retain and grow our customer base; our ability to recognize operational efficiencies and reduce costs; uncertainty as to our working capital requirements over the next 12 to 24 months; our ability to maintain compliance with the financial covenants contained in our credit facilities; the rate of growth in the Health and Wellness market and such other factors as discussed in Part I, Item 1A, Risk Factors, and Part II, Item 7, Management’s Discussion and Analysis of Financial Conditions and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2016. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances, or to reflect the occurrence of unanticipated events, after the date of this presentation, except as required by law. This presentation contains information from third-party sources, including data from studies conducted by others and market data and industry forecasts obtained from industry publications. Although the Company believes that such information is reliable, the Company has not independently verified any of this information and the Company does not guarantee the accuracy or completeness of this information. Any references to documents not included in the presentation itself are qualified by the full text and content of those documents. During our prepared comments or responses to your questions, we may offer incremental metrics to provide greater insight into the dynamics of our business or our quarterly results, such as references to EBITDA, adjusted EBITDA and other measures of financial performance. Please be advised that this additional detail may be one-time in nature and we may or may not provide an update in the future. These and other financial measures may also have been prepared on a non-GAAP basis.

3 Merger Closed One of the largest pure-play Health & Wellness companies Enhanced Financial Model › $67 + million in 2016 pro-forma revenue › $54 + million revenue target for Q2 – Q4 2017 › $ 3 + million adjusted EBITDA target for Q2 – Q4 2017 › $ 5 + million adjusted EBITDA target for 2018 › $ 7 million annualized synergy savings Stronger Operating Position › On-site screenings, risk assessments and immunizations › Technology platform capabilities and coaching › Engagement and advanced data management

4 Standalone Q1 Revenue Results - Hooper Holmes Q1 Year-Over-Year Revenue Improvements › 5% revenue growth to $7.6 million › 44% growth in channel partner and clinical research organization revenue › 33% growth in channel partner revenue › 166% growth in clinical research organization revenue › 16% gross margin improvement Gross Margin ($mm) +16% +5% Overall $7.24 Revenue ($mm) +33% Channel

5 Adjusted EBITDA ($000’s) › 28% Improvement in Adjusted EBITDA › 26% Improvement in Net Loss › SG&A Improved 9% Improved Q1 Operating Performance - Hooper Holmes +26% Net Loss ($000’s) Excluding transaction costs +28% Adjusted EBITDA ($000’s) Q1 2016 Q1 2017 Net Los (3,428) (3,129) Transaction Costs 108 682 Net Loss Excluding Transaction Cost (3,320) (2,447) Interest expense $212 $219 Other Debt related costs in Int exp $577 $548 Income taxes $5 $5 Depreciation & amortization $701 $623 Stock Payments $230 $38 Transition Costs $52 ($2) Leases/Ornelas settlements $150 $19 Adjusted EBITDA ($1,393) ($997)

6 Stronger Capital Structure - Merged Company Shares Outstanding Shares (mm) Pre-Transaction 10.5 › Shares Issued to Provant shareholders 10.5 › $3.5mm Capital Raise from various investors (raised at $0.80 / share; final $280k within 90 days) 4.3 › Transaction fees to be paid in equity 0.6 Pro-forma shares outstanding post transaction close 25.9 Revolver $ mm Total availability (with flexibility to draw additional $5mm with sufficient accounts receivable) $10.0 - $15.0 › Amount drawn at close $6.3 › Access to additional seasonal credit facility $2.0 Term Debt $ mm Total $6.5 › Repays existing term facility, provide working capital › Principal payment holiday for 18 months

7 Synergies Driven by Integration - Merged Company Health Professional Network Expansion Q2 2017 Q3 2017 Q4 2017 Q1 2018 Enhanced Coaching Capabilities Technology & Infrastructure Operations Efficiencies Duplicative SG&A Screening, clinical, and coaching efficiencies Realization of technology platform capacity $7 million Annualized Cost Efficiencies New sales with an annualized value of $5.5 million in Q1 Growth in Sales Integration Drives Customer Benefits and Operations Improvements 20% already achieved  $0.7 million in new contracts from existing channel partners.  $1.6 million from new direct customers.  $3.2 million from new channel partners.

8 2017 Outlook - Merged Company Advanced and scalable data hub technology Diversified sales channels Expanded management team Infrastructure to Accelerate Growth Improved cost structure with shift towards higher margin, recurring revenue mix (e.g., Portal & Coaching) Increased scale provides operating leverage Enhanced innovation and speed to market Road Map to Profitability Targets $ 3 + million adjusted EBITDA for Q2 – Q4 2017 $ 7 million annualized synergy savings $ 5 + million adjusted EBITDA for 2018 Positive 2018 Net Income $54 million revenue for Q2 - Q4 2017

EX-99.2

Exhibit 99.2

News Release

Hooper Holmes Closes Merger with Provant and AnnouncesFirst Quarter 2017 Financial Results

• Reports first quarter revenue growth and improved adjusted EBITDA

OLATHE, Kan. and EAST GREENWICH, R.I., May 12, 2017 -- Hooper Holmes, Inc. (OTCQX:HPHW) and Provant Health Solutions LLC today announced the closing of their merger on May 11, 2017. Hooper Holmes also announced its financial results for the quarter ended March 31, 2017.

Merger Closing:

The merger creates one of the largest, pure-play health and wellness companies in the United States. For the last nine months of 2017, the company expects pro forma revenues of $54+ million, and adjusted EBITDA of $3+ million. For the 2018 full year, management anticipates further increases in revenues, adjusted EBITDA of $5+ million, and positive net income.

First Quarter Financial Results:

Hooper Holmes’ revenues, which do not include Provant, totaled $7.6 million for the first quarter of 2017, an increase of 5 percent comparedto the first quarter of 2016. Hooper Holmes recorded a net loss of $3.1 million for the first quarter of 2017, which represents an improvement of 9 percent versus the first quarter of 2016. When one-time charges associated with the merger are backed out, the first quarter 2017 net loss would have improved 26 percent as compared to first quarter 2016. Adjusted EBITDA for the first quarter 2017 was a loss of $1.0 million, an improvement of 28 percent compared to the first quarter 2016.

Gross profit for Hooper Holmes’ 2017 first quarter increased to $1.7 million, a 16 percent improvement compared to the same period in 2016. Selling, general, and administrative expenses for the three month period ended March 31, 2017, totaled $3.5 million, a decrease of 9 percent compared to the first quarter of 2016.

"The fundamentals of our business continued to improve in the traditionally slow first quarter. As a combined company, we have created a compelling platform that is poised to deliver best-in-class clinical support, data management and reporting services closely aligned with our clients' goals and needs.” commented Henry Dubois, Chief Executive Officer of Hooper Holmes. “Together, we provide extensive, end-to-end health and well-being services that deliver the right outcomes to the right individuals at the right time, enhancing results for our partners and clients.”

Henry Dubois continues to serve as Chief Executive Officer of the combined company while Provant’s Chief Executive Officer, Heather Provino, serves as the Chief Strategy Officer. Provant’s Mark Clermont serves as President, and Steven Balthazor continues to serve as Chief Financial Officer. The Company will operate out of two primary locations, one in Olathe, KS and one in East Greenwich, RI.

Conference Call

The Company will host a conference call today, Friday, May 12, 2017, at 7:30 a.m. CT (8:30 a.m. ET) to discuss its first quarter 2017 financial results. A slide presentation will accompany the conference call and is available on the Company’s website located at www.hooperholmes.com.

To participate in the conference call, please dial 877-548-7901 or internationally 1-719-325-4923, conference ID: 8468899, five to ten minutes before the call is scheduled to begin. A live webcast will be hosted on the Company's website located at www.hooperholmes.com. A replay of the conference call will be available through May 19, 2017, by dialing 844-512-2921, or internationally 1-412-317-6671. The access code for the replay is 8468899.

About Hooper Holmes

Hooper Holmes mobilizes a national network of health professionals to provide on-site health screenings, laboratory testing, risk assessment and sample collection services to wellness and disease management companies, employers and brokers, government organizations and academic institutions nationwide. Under the Accountable Health Solutions brand, the Company combines smart technology, healthcare and behavior change expertise to offer comprehensive health and wellness programs that improve health, increase efficiencies and reduce healthcare delivery costs. www.hooperholmes.com    

About Provant

Provant is a leader of comprehensive workplace well-being solutions in North America, with a growing global presence. Founded in 2001, Provant partners with employers to improve employee health and productivity while supporting healthcare cost management. Provant touches millions of lives by delivering customized well-being strategies and services on-site, telephonically and digitally utilizing advanced data management. www.provanthealth.com

For further information:

Henry E. Dubois

CEO

(913) 764-1045

Investors: Andrew Berger

S.M. Berger & Company

(216) 464-6400

Investors: Scott Gordon

CORE IR

(516) 222-2560

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intends," "plan," and "will" or, in each case, their negative, and other variations or comparable terminology.  These forward-looking statements include all statements other than historical facts.   Any forward-looking statement made by management during this call is not a guarantee of future performance, and actual results may differ materially from those expressed in or suggested by the forward-looking statements, as a result of various factors, including, without limitation the factors discussed in the “Risk Factors” section of the company’s Annual Report on Form 10-K for the year ended December 31, 2016, as the same may be updated from time-to-time in subsequent filings with the Securities and Exchange Commission. Any forward-looking statement made by management on this call speaks only as of the date hereof, and the Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. In addition, management uses the non-GAAP performance measures Adjusted EBITDA on this call.  You can find a reconciliation of such measures to their nearest GAAP equivalent in the Company’s earnings release, which is available on our website.

###

EX-99.3

Exhibit 99.3

Provant Health Solutions, LLC

(A wholly owned subsidiary of Wellness Holdings, LLC)

Financial Report

December 31, 2016

Contents

Independent auditor’s report	3
Financial statements
Balance sheets	4
Statements of operations	5
Statements of member’s capital	6
Statements of cash flows	7-8
Notes to financial statements	9-21

2

Independent Auditor's Report

To the Member

Provant Health Solutions, LLC

East Greenwich, Rhode Island

Report on the Financial Statements

We have audited the accompanying financial statements of Provant Health Solutions, LLC (the Company) (a wholly owned subsidiary of Wellness Holdings, LLC), which comprise the balance sheets as of December 31, 2016 and 2015, the related statements of operations, member’s capital, and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Provant Health Solutions, LLC as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that Provant Health Solutions, LLC will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a negative working capital amount of approximately $3.92 million which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ RSM US LLP

Boston, Massachusetts

March 16, 2017

3

Provant Health Solutions, LLC
(A Wholly Owned Subsidiary of Wellness Holdings, LLC)
Balance Sheets
December 31, 2016 and 2015
(In thousands)
	2016		2015
Assets
Current assets:
Cash	$	1,537	$	1,816
Receivables:
Accounts receivable, net	6,572		7,277
Unbilled receivables	1,983		1,360
Consumable supplies, net	729		831
Prepaid expenses	775		887
Total current assets	11,596		12,171
Property and equipment, net	1,164		1,376
Other assets:
Security deposits	89		89
Software and product development, net	4,509		6,732
Intangible assets, net	6,256		7,672
Goodwill	5,416		5,416
Total other assets	16,270		19,909
Total assets	$	29,030	$	33,456
Liabilities and Member's Capital
Current liabilities:
Line of credit	$	5,256	$	3,780
Current portion of capital lease obligations	357		120
Accounts payable	4,288		5,966
Accrued expenses and other liabilities	4,958		3,738
Deferred revenue	657		940
Total current liabilities	15,516		14,544
Long-term liabilities:
Subordinated convertible debt	4,400		—
Capital lease obligations, net of current portion	110		108
Warrant liability	47		47
Deferred taxes	—		447
Other long-term liabilities	724		—
Total long-term liabilities	5,281		602
Commitments (Note 13)
Member's capital	8,233		18,310
Total liabilities and member's capital	$	29,030	$	33,456
See notes to financial statements.

4

Provant Health Solutions, LLC
(A Wholly Owned Subsidiary of Wellness Holdings, LLC)
Statements of Operations
Years Ended December 31, 2016 and 2015
(In thousands)
	2016			2015
Revenues	$	36,719		$	40,778
Cost of services rendered:
Payroll and related benefits	11,620			13,181
Supplies and shipping	4,938			6,186
Laboratory costs	3,150			3,071
Consulting fees	716			666
Amortization of software development costs	3,652			3,208
Depreciation expense	325			175
Other cost of services	7,198			5,856
Total cost of services rendered	31,599			32,343
Gross profit	5,120			8,435
Operating expenses:
Selling, general, and administrative expenses	13,450			13,186
Amortization of intangible assets	1,416			1,489
Depreciation expense	453			356
Total operating expenses	15,319			15,031
Operating loss	(10,199		)	(6,596		)
Other expense:
Interest expense	(741		)	(439		)
Total other expenses	(741		)	(439		)
Loss before income tax benefit	(10,940		)	(7,035		)
Income tax benefit	(437		)	(2,737		)
Net loss	$	(10,503	)	$	(4,298	)
See notes to financial statements.

5

Provant Health Solutions, LLC
(A Wholly Owned Subsidiary of Wellness Holdings, LLC)
Statements of Member's Capital
Years Ended December 31, 2016 and 2015
(In thousands, except share data)
	Common Units	Member's Capital
Balance as of December 31, 2014	12,000,000	$	18,615
Members contribution	—	3,800
Net unit-based compensation	—	193
Net loss	—	(4,298		)
Balance as of December 31, 2015	12,000,000	18,310
Net unit-based compensation	—	426
Net loss	—	(10,503		)
Balance as of December 31, 2016	12,000,000	$	8,233
See notes to financial statements.

6

Provant Health Solutions, LLC
(A Wholly Owned Subsidiary of Wellness Holdings, LLC)
Statements of Cash Flows
Years Ended December 31, 2016 and 2015
(In thousands)
	2016			2015
Cash flows from operating activities:
Net loss	$	(10,503	)	$	(4,298	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation	778			531
Amortization of intangible assets	1,416			1,489
Amortization of software development costs	3,652			3,208
Non-cash interest expense	396			100
Unit-based compensation	426			193
Deferred income tax benefit	(447		)	(2,809		)
Gain on sale of property and equipment	(6		)	—
Changes in operating assets and liabilities:
Accounts receivable	705			27
Unbilled receivables	(623		)	717
Consumable supplies, net	102			(61		)
Prepaid expenses	112			(132		)
Security deposits	—			1
Accounts payable	(1,678		)	3,031
Accrued expenses and other liabilities	969			(397		)
Deferred revenue	(283		)	46
Other long-term liabilities	724			—
Net cash provided by (used in) operating activities	(4,260		)	1,646
Cash flows from investing activities:
Purchase of property and equipment	(92		)	(578		)
Proceeds from sale of property and equipment	9			—
Capitalization of software development costs	(1,429		)	(2,450		)
Net cash used in investing activities	(1,512		)	(3,028		)
Cash flows from financing activities:
Net borrowings on line of credit agreement	1,451			329
Deferred financing costs	(120		)	(103		)
Proceeds from issuance of subordinate convertible debt	4,400			—
Payments on note payable	—			(1,000		)
Payments on capital lease obligations	(238		)	(113		)
Members contribution	—			3,800
Net cash provided by financing activities	5,493			2,913
Net change in cash and cash equivalents	(279		)	1,531
Cash, beginning of year	1,816			285
Cash, end of year	$	1,537		$	1,816

7

Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest	$	353	$	346
Taxes	—		—
Supplemental disclosures of non-cash transactions:
Asset acquired under capital lease obligation	$	477	—
Issuance of warrant in connection with line of credit	—		$	47
See notes to financial statements.

8

Provant Health Solutions, LLC

(A Wholly Owned Subsidiary of Wellness Holdings, LLC)

Notes to Financial Statements

Note 1. Business and Organization

Provant Health Solutions, LLC (“Provant” or the “Company”) operates as a wholly owned subsidiary of Wellness Holdings, LLC. Wellness Holdings, LLC (“Wellness” or the “Parent”) was formed on May 21, 2012 for the purpose of acquiring 100% of the common units of Provant Health Solutions, LLC, which occurred on June 13, 2012 (the “Wellness Acquisition”). When accounting for the Wellness Acquisition the Company elected to apply pushdown accounting, resulting in the Company accounting for the business combination as if the Company was the acquirer.

The Company provides health and wellness programs and services to companies throughout the United States from its headquarters in East Greenwich, RI. In addition, the Company's services include biometric screenings, flu shot clinics, wellness portal, incentive management, health coaching and a variety of services dedicated to assisting employers in achieving a healthy and productive workforce while effectively managing population health risk and associated healthcare costs.

The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The following conditions raised substantial doubt about the Company’s ability to continue as a going concern: the Company has negative working capital as of December 31, 2016 of approximately $3.92 million, had negative cash flows from operations of approximately $4.26 million, and incurred a net loss of approximately $10.5 million for the year ended December 31, 2016. In addition, the Company’s line of credit, with an outstanding balance of approximately $5.26 million (see Note 6), matured on March 10, 2017. The Company is currently in negotiations with the lender to extend the maturity date to May 31, 2017.

The Company is subject to risks common to healthcare service, and software as a service companies including dependence on key personnel; rapid industry change, competition from larger companies; and the need for continued successful ongoing development and marketing of its services. The future viability of the Company is largely dependent on its ability to successfully acquire customers, achieve profitability, and generate sufficient cash through operations.

Subsequent to year-end, the Company executed a Merger Agreement with a publicly traded entity, which will result in the Company becoming a wholly owned subsidiary of the publicly traded entity (Note 15). The Merger Agreement will become effective upon consent from a majority of the acquirer’s shareholders. If consent is not obtained, management’s plan is to raise additional capital through various channels, including but not limited to member’s contributions, third party financing, or borrowing additional funds with related parties or third party lenders. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Note 2. Summary of Significant Accounting Policies

Basis of accounting and presentation: The accompanying financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB sets generally accepted accounting principles (“GAAP”) that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“FASB ASC”).

Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management in the preparation of the financial statements include, among other estimates, impairment of goodwill and long-lived assets, the reserve for uncollectible accounts receivable, the net realizable value of consumable supplies, valuation of deferred tax assets,

9

revenue, capitalization and amortization of software and product development costs, warrant liabilities, and certain assumptions related to the fair value of unit-based compensation expense.

Cash and cash equivalents: The Company considers all highly liquid investments with original maturity dates of three months or less, when purchased, to be cash equivalents. The Company had no cash equivalents as of December 31, 2016 and 2015.

Concentration of credit risk: The Company maintains its cash in bank deposit accounts, which, at times may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash. The Company grants credit to its customers during the normal course of business and generally requires no collateral from its customers. However, management routinely assesses the financial condition of its customers and, as a consequence, believes that its billed and unbilled receivable credit risk exposure is limited. As of December 31, 2016 and 2015, two customers accounted for 70% of accounts receivable and unbilled receivables. For the years ended December 31, 2016 and 2015, three customers accounted for 50% and 42% of the Company’s revenues.

Accounts receivable: Accounts receivable is stated at the amount management expects to collect from outstanding balances. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and management’s evaluation of outstanding accounts receivable at the end of the year. Bad debts are written off against the allowance when identified. Recoveries of accounts receivable previously written off are recorded when received. As of December 31, 2016 and 2015, the allowance for doubtful accounts was $0.02 million.

Unbilled receivables: Unbilled receivables consist of services performed at agreed upon rates which are invoiced in the subsequent period.

Consumable supplies: The Company maintains a stock of consumable medical supplies for use at events. These supplies include cassettes for cholesterol screenings, vaccines, and other supplies used during screening events. Consumable supplies are reviewed periodically for excess and obsolete items. These supplies are recorded at the lower of cost or market. Cost is determined on a first-in, first-out basis (“FIFO”). Consumable supplies are written down to net realizable value when they are determined to be excess or obsolete. As of December 31, 2016 and 2015, the reserve for obsolete consumable supplies was $0.03 million and $0.15 million, respectively.

Property and equipment: Property and equipment are stated at cost. Depreciation and amortization is recorded using the straight-line method over the estimated useful lives of the assets. Costs of significant renewals or betterments are capitalized, while maintenance and repair costs are expensed as incurred.

The estimated useful lives of property and equipment are as follows:

Computer equipment and software3-5 years

Office equipment7 years

Furniture and fixtures7 years

Leasehold improvementsLesser of useful life or life of the lease

Equipment under capital lease3-5 years

Unit-based compensation: The Company accounts for unit-based awards issued under the Parent’s equity incentive plan to employees, in accordance with ASC 718, Share-Based Payments. Compensation expense is recognized based on the fair value of the award on the grant date. The Company recognizes compensation expense over the vesting period, and classifies these amounts in the statement of operations based on the department to which the related employee reports.

Software and product development: In accordance with ASC 350-40, Internal Use Software, the costs incurred in the preliminary stages of development are expensed as incurred as research and development costs. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. During the years ended December 31, 2016 and 2015, the Company capitalized $1.43 million and $2.45 million of software costs and recognized amortization expense of $3.65 million and $3.21 million, respectively. The internal use software is classified by project and is amortized over the

10

expected useful lives, typically 3 years.

Goodwill and other intangible assets: The Company accounts for business combinations pursuant to FASB ASC 805, Business Combinations. Goodwill is recorded as the excess of the cost of a business acquired over the fair value of the identifiable assets acquired and liabilities assumed. FASB ASC 805 specifies criteria to be used in determining whether intangible assets acquired in a business combination must be recognized and reported separately from goodwill. Amounts assigned to goodwill and other identifiable intangible assets are determined with the assistance of an independent appraiser through established valuation techniques.

Under FASB ASC 350, Intangibles - Goodwill and Other, goodwill and intangible assets with indefinite lives are reviewed annually for impairment or more frequently if impairment indicators arise. In accordance with ASC 350, an entity has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If an entity determines this is the case, it is required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized. If an entity determines that it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. If the evaluation is performed using a two-step process, the first step of the goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit (as defined) with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired, and the second step of the goodwill impairment test is unnecessary. The second step measures the amount of impairment, if any, by comparing the carrying value of the goodwill associated with a reporting unit to the implied fair value of the goodwill derived from the estimated overall fair value of the reporting unit and the individual fair values of the other assets and liabilities of the reporting unit. With the assistance of an independent appraiser, the Company uses a combined market based approach and a discounted cash flow approach to determine the fair value of its reporting unit. The Company operates as one reporting unit.

As of December 31, 2016 and 2015, other than goodwill, the Company had no other indefinite-lived intangible assets. The Company determined that goodwill was not impaired as of December 31, 2016 and 2015.

The Company provides for amortization of intangible assets with definite lives using straight-line methods over the following estimated useful lives:

Trademarks and trade names15 years

Customer relationships8-10 years

Non-compete agreements3 years

Software tools and databases7 years

Long-lived assets: The Company reviews property and equipment, software and product development costs, and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. Long-lived assets are considered impaired if the net book value of the asset (or asset group) exceeds the future projected undiscounted cash flows anticipated to be generated by the asset (asset group). The impairment is then measured as the excess of the net book value of the asset over its estimated fair value. No impairment was identified on long-lived assets as of December 31, 2016 and 2015.

Debt issuance costs: During 2015, the Company adopted ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (see Note 6). Debt issuance costs represent fees paid to or on behalf of the Company’s lenders to obtain debt financing, and professional fees and other costs paid to others in connection with securing bank financing. Debt issuance costs are recorded as a discount of the related debt. The debt is accreted to face value over the term of the debt through interest expense using the effective interest method.

Revenue recognition: The Company recognizes revenue when the following four basic criteria have been met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable and collection is reasonably assured.

Revenue is derived from wellness services including biometric screenings, health coaching, incentive management design and operations, online health portals, and flu shot clinics. The Company recognizes revenue for services

11

such as health screening events and flu shot clinics when the services are performed. Revenue for fee-based arrangements such as online health portals is recognized over the contract period in which the services are provided.

Some of the Company’s fees are billed on a per member per month ("PMPM") basis or upon member participation. For PMPM fees, the Company generally determines the contract fees by multiplying the PMPM rate by the number of members covered by the services during the month. In some cases, these PMPM fees are based upon member participation. Revenue from PMPM fees are recognized within the month the fees are earned.

Some of the Company’s fees include charges for expenses incurred by the Company to fulfill the terms of the contract. These billings are presented as part of revenues on the statements of operations.

The Company’s revenue arrangements usually provide for multiple services. The Company applies the guidance in ASC 605-25 Revenue Recognition as it relates to multiple element arrangements in order to determine how to allocate consideration among the multiple services in its contracts. The various types of services offered by the Company qualify as separate units of accounting, meaning they have stand-alone value, although a typical revenue arrangement contains multiple services and the majority of services are purchased with an initial health screening event. The multiple element arrangement guidance requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables. The Company evaluates whether it can determine vendor-specific objective evidence (“VSOE”) or third party evidence to allocate revenue among the various elements in an arrangement. When VSOE or third party evidence cannot be determined, the Company uses the relative selling price method, which allocates any discount in the overall arrangement proportionally to each deliverable based on its relative selling price. The selling price used for each of the Company’s deliverables is based on management’s best estimate using internal pricing lists that determine sales prices to external customers.

Contracts with customers generally range from one to three years. Some contracts allow the customer to terminate early; however, there are no refund rights for services after delivery has occurred.

The Company generally invoices customers each month for the entire amount of the fees contractually due for the prior month's services and/or enrollment. Deferred revenues arise from contracts that permit upfront billing and collection of fees covering a portion of the contractual service period, generally two to twelve months. Revenue is then recognized as previously noted.

Fair value of financial instruments: The carrying amounts of financial instruments, including cash, cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short maturity of these instruments. The carrying amounts of the Company’s debt instruments approximate fair value due to the financing date’s proximity to year end and prevailing market rates.

Income taxes: The Company has elected to be taxed as a C corporation. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to temporary differences arising from assets and liabilities whose bases are different for financial reporting and income tax purposes.

Income taxes are recorded in accordance with the related guidance, which provides for deferred taxes using an asset and liability approach. This method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting carrying amounts and the tax bases of assets and liabilities. The Company regularly reviews deferred tax assets for recoverability and establishes a valuation allowance if, based upon the available evidence, it is more-likely-than-not that some or all of the deferred tax assets will not be realizable.

The Company accounts for uncertainties in tax positions in accordance with authoritative guidance. Under these provisions, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more-likely-than-not be realized. The determination as to whether the tax benefit will more-likely-than-not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes interest and penalties related to uncertain tax positions as a component of the provision for income taxes in the accompanying statement of operations. There were no interest and penalties incurred for the years ended December 31, 2016 and 2015. As of December 31, 2016 and 2015, the Company believes it does not have any uncertain tax positions.

12

The Company files income tax returns in federal and various state jurisdictions. With few exceptions, the Company is no longer subject to federal, state, and local examinations by tax authorities for years before 2013.

Advertising expense: Advertising costs are expensed as incurred.

Preferred unit warrants: During 2015, Wellness issued warrants to acquire preferred member units on behalf of the Company in connection with the Company’s line of credit agreement (See Note 6.) The Company accounts for freestanding warrants and other similar instruments related to units that are redeemable in accordance with ASC 480, Distinguishing Liabilities from Equity. As the preferred units underlying the warrants are redeemable upon exercise, the freestanding warrants related to preferred units are classified as liabilities on the balance sheets. The warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of other expense, net, in the statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants.

Recent accounting pronouncements: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 one year making it effective for annual reporting periods of public entities beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has not yet selected a transition method and is currently evaluating the effect that the standard will have on the consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. ASU 2014-15 explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist which raise substantial doubt about an entity's ability to continue as a going concern and to provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and annual and interim periods thereafter, with early adoption permitted. ASU 2014-15 was adopted in the Company’s financial statements resulting in expanded disclosures to address uncertainties about the Company’s ability to continue as a going concern (See Note 1).

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments in the ASU require entities that measure inventory using the first-in, first-out or average cost methods to measure inventory at the lower of cost and net realizable value. Net realizable value is defined as estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for public entities financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. Early adoption of ASU 2015-11 is permitted. The Company does not expect the adoption of ASU 2015-11 to have a material effect on its consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). This ASU simplifies the presentation of deferred income taxes by eliminating the requirement for entities to separate deferred tax liabilities and assets into current and noncurrent amounts in classified balance sheets. Instead, it requires deferred tax assets and liabilities be classified as noncurrent in the balance sheet. The ASU is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted, and this ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company elected to adopt this update retrospectively as of January 1, 2015.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company for fiscal years beginning after December 15, 2017. The Company does not believe the adoption of the new financial instruments standard will have a material impact on its financial statements.

13

In February 2016, the FASB issued Accounting Standards Update No. ASU 2016-02, Leases (“ASU 2016-02”). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of this accounting standard on the financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU is intended to simplify various aspects of accounting for share-based compensation arrangements, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASU also allows an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. ASU 2016-09 will be effective for the Company beginning on January 1, 2017. The Company is currently evaluating the impact of this accounting standard on the financial statements.

Note 3. Preferred Units Warrant Liabilities

The preferred unit warrants are recorded at fair value using the valuation techniques described below.

ASC 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs.

The standard describes the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of the market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3.

During the years ended December 31, 2016 and 2015, there were no changes to the Company’s valuation techniques that had, or are expected to have, a material impact on its statements of operations.

The fair value valuation of warrants recorded is determined using widely accepted valuation techniques, including the Black-Scholes Pricing Model. The warrants were valued on the grant date with the following assumptions: expected dividend yield rate of zero, risk-free interest rate of 1.31%, expected volatility of 66% and expected life of

14

ten years. The fair value of the warrants of $0.05 million was recorded at the date of issuance as a debt discount in the accompanying balance sheet and is being accreted to face value of the debt as interest expense using the effective interest method over the term of the agreement. No warrants have been exercised as of December 31, 2016.

Liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 are as follows:

	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs		Total
December 31, 2016	(Level 1)		(Level 2)		(Level 3)		Fair Value
Liabilities:
Preferred units warrant liabilities	$	—	$	—	$	47	$	47

	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs		Total
December 31, 2015	(Level 1)		(Level 2)		(Level 3)		Fair Value
Liabilities:
Preferred units warrant liabilities	$	—	$	—	$	47	$	47

Note 4. Property and Equipment

Property and equipment consisted of the following as of December 31:

	2016		2015
Computer equipment and software	$	1,366	$	1,358
Office equipment	21		21
Furniture and fixtures	400		400
Leasehold improvements	243		237
Equipment under capital leases	971		440
	3,001		2,456
Less accumulated depreciation and amortization	(1,837)		(1,080)
	$	1,164	$	1,376

Depreciation and amortization expense was $0.78 million and $0.53 million for the years ended December 31, 2016 and 2015, respectively.

Note 5. Intangible Assets

Identifiable intangible assets subject to amortization consisted of the following as of December 31:

15

	2016		2015
Trademarks and trade names	$	3,310	$	3,310
Customer relationships	8,055		8,055
Noncompete agreements	474		474
Software tools and databases	1,324		1,324
	13,163		13,163
Less accumulated amortization	(6,907)		(5,491)
	$	6,256	$	7,672

Amortization expense of intangible assets was $1.4 million and $1.5 million for the years ended December 31, 2016 and 2015, respectively.

Estimated future amortization expense as of December 31, 2016 for the next five years and in the aggregate thereafter is as follows:

2017	$	1,417
2018	1,417
2019	1,314
2020	682
2021	221
Thereafter	1,205
	$	6,256

Note 6. Line of Credit

The Company entered into a $5.0 million Line of Credit Agreement (the “Agreement”) on October 31, 2012. During the time period of April 1^st through September 30^th of each fiscal year, the Company’s Line of Credit was restricted to $2.5 million. The Agreement required monthly payments of interest calculated at one Month LIBOR plus an applicable credit spread of 2.5% and was collateralized by substantially all assets of the Company. All outstanding balances were due on demand by the lender. On March 6, 2014, the Company amended the Agreement to increase the capacity of the line of credit to $6.0 million. Under the terms of the amendment, during the time period of April 1^st through September 30^th of each fiscal year, the Company’s line of credit was restricted to $3.5 million.

On August 12, 2014, the Company amended the Agreement again to increase the capacity of the line of credit to $8.0 million and extend the maturity date to April 30, 2015. During the time period of April 1, 2014 through September 30, 2014, the Company’s line of credit was restricted to the lesser of $6.0 million and the Borrowing Base (as defined in the amended Agreement) plus $1.5 million. Interest accrued on the line of credit at the one month LIBOR rate and was collateralized by substantially all assets of the Company.

On April 30, 2015, the Company paid the outstanding balance in full and terminated its relationship with the lender, entering into a new line of credit agreement with a new lender (the “New Agreement”). The New Agreement allows for maximum advances of $7.0 million, but not to exceed the revenue availability amount, as defined. Interest accrues on the outstanding balance at a rate equal to the prime rate plus 1.75% and is payable monthly. The line of credit is secured by substantially all assets of the Company. The maturity date of the agreement was April 29, 2016. The Company paid financing costs of $0.10 million, in connection with the New Agreement, which are being amortized over the extended term of the agreement. Amortization of costs, which is included in interest expense in the accompanying statements of operations, totaled $0.03 million and $0.07 million for the years ended December 31, 2016 and 2015, respectively.

On March 11, 2016, the Company amended the New Agreement. Per the terms of the Amendment, various definitions were replaced, the maturity date was extended to March 10, 2017, a $3.0 million unconditional Guaranty by Century Focused Fund III, LLP was signed, and a minimum EBITDA covenant is required to be met. The

16

amended terms of the New Agreement, were subject to additional modifications in April, September and December of 2016. Through the amendments, the minimum EBITDA threshold defined within the covenants were amended to align with Company’s current year financial results. No other terms or conditions were modified through these amendments. As of December 31, 2016, the interest rate was 5.25% and the balance of the outstanding line of credit was $5.28 million. The Company paid financing costs of $0.12 million, in connection with the Amendment, which are being amortized over the extended term of the agreement. Amortization of costs, which is included in interest expense, totaled $0.1 million for the year ended December 31, 2016. The Company is currently in negotiations with the lender to extend the maturity date to May 31, 2017, as previously stated in Note 1.

As disclosed in Note 3, in connection with the New Agreement, the Company granted warrants to the financial institution to purchase 131,579 Series B Preferred Units with a warrant price of $0.57 per unit, during 2015. The value of the warrant was $0.05 million and was recorded at the date of issuance as a debt discount in the accompanying balance sheets. The debt discount is being accreted to the face value of the debt over the life of the agreement through charges to interest expense. Amortization of costs totaled $0.01 million and $0.03 million during the years ended December 31, 2016 and 2015, respectively.

The line of credit balance as of December 31, 2016 and 2015 was $5.3 million and $3.8 million, net of unamortized debt issuance costs totaling $0.02 million and $0.05 million, respectively.

Note 7. Note Payable

As part of the March 6, 2014 amendment of the Credit Agreement, the Company entered into a note payable in the amount of $1.0 million. Payments on the note payable were interest only until the first anniversary, converting to a 48-month payment schedule thereafter. Interest accrued on the term note at the one month LIBOR rate plus 2.95% and was collateralized by substantially all assets of the Company. On April 30, 2015, the Company paid the outstanding balance in full and terminated its relationship with the lender.

Note 8. Subordinated Convertible Debt

At various dates during 2016, the Company issued subordinated convertible secured promissory notes with Wellness totaling $4.4 million. The notes are secured by substantially all assets of the Company. Interest shall accrue on the unpaid principal amounts from the date of each advance until paid, at the annual rate of 8.25%. Payments of principal and interest under the notes shall be subordinated to the obligations of the Company under the line of credit agreement described in Note 6. Principal and accrued interest will be due and payable in full on the five-year anniversary of the dates of the notes (the “Maturity Dates”) through August 2021, unless previously converted. Upon a conversion event as defined in the agreements, the principal and accrued interest on the notes will mandatorily convert into equity of the Company. Accrued interest as of December 31, 2016 was approximately $0.25 million and was included in accrued expenses and other liabilities on the balance sheet.

Note 9.Capital Lease Obligations

The Company leases certain equipment under capital lease agreements. The leases range in terms from 24-48 months with monthly payments ranging from $0.01 million to $0.02 million. The equipment held under the leases was recorded at cost of $0.97 million and $0.44 million as of December 31, 2016 and 2015, respectively. Amortization of the leased equipment is included in depreciation expense.

Future minimum lease payments under the capital leases are presented as follows:

2017	$	381
2018	112
	493
Less interest	(26		)
Present value of minimum lease obligations	467
Less current portion of capital lease obligations	(357		)
Long-term portion of capital lease obligations	$	110

17

Note 10. Member’s Capital

Upon formation of the Company, one class of equity ownership interests was established, the Common Units. As of December 31, 2016, 12,000,000 units were authorized, issued, and outstanding. The rights and obligations of the holder of the Common Units are governed by the Second Amended and Restated Operating Agreement of Provant Health Solutions, LLC (the “Operating Agreement”). The Operating Agreement provides for the limitation of the holder’s liability to be that of their respective capital contributions as defined in the Operating Agreement. Per the Operating Agreement, the holder is able to receive distributions from the Company when approved by the member. No distributions were declared during the years ended December 31, 2016 and 2015.

Unit-based compensation: Employees of the Company are eligible to receive incentive units under the Parent’s equity incentive plan. The issuance of the incentive units is made in accordance with the respective Equity Award Agreements. Compensation expense recognized in connection with the incentive units is recorded on the Company’s statement of operations, as the employees’ performance obligation is with the Company.

The fair value of each unit award is estimated on the date of grant using a Black-Scholes option pricing model. Key inputs and assumptions used for estimating the fair value of units granted in 2015 were as follows:

Expected term (years)	6.25
Expected volatility	52.28%-65.97%
Risk-free interest rate	1.59-1.88%
Expected annual dividend	None

The expected term for 2015 was estimated using the simplified method for "plain vanilla" options as prescribed by the SEC's Staff Accounting Bulletin No. 110, Share-based Payment. The risk-free interest rate for each grant is equal to the US Treasury rate in effect at the time of grant for instruments with an expected life similar to the expected option term. Because the Parent’s members’ units are not traded publicly, the stock volatility assumption is based on an analysis of the volatility of the common stock of comparable public companies in similar industries for a period equal to the expected option term. The Parent has not paid, and does not anticipate paying, cash dividends on its common units; therefore, the expected dividend yield is zero.

No units were granted in 2016.

A summary of non-vested Class B Incentive Common Units activity for the years ended December 31, 2016 and 2015, is as follows:

	Number of
	Units
Unvested, granted as of December 31, 2014	662,957
Units granted	3,793,461
Units vested	(368,137	)
Units forfeited	—
Unvested, granted as of December 31, 2015	4,088,281
Units granted	—
Units vested	(1,337,071	)
Units forfeited	(620,539	)
Unvested, granted as of December 31, 2016	2,130,671

Net compensation expense recognized in selling, general, and administrative expenses for the years ended December 31, 2016 and 2015 was $0.43 million and $0.19 million, respectively. As of December 31, 2016, there was $0.65 million of unrecognized compensation expense related to non-vested awards that is expected to be recognized from 2017 through 2019.

Note 11.Income Taxes

18

The current tax provision is computed on the basis used by the Company in filing its income tax returns. The Company’s deferred income tax expense (benefit) represents the change in the deferred income taxes from the years ended December 31, 2016 and 2015. The benefit for income taxes consisted of the following:

	2016			2015
Current:
Federal	$	—		$	62
State	10			10
	10			72
Deferred:
Federal	(344		)	(2,170		)
State	(103		)	(639		)
	(447		)	(2,809		)
Total income tax benefit	$	(437	)	$	(2,737	)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2016 and 2015 are presented below:

	2016			2015
Consumable supplies reserve	$	12		$	62
Allowance for doubtful accounts	10			10
Accrued expenses	538			318
Net operating loss carryforward	7,894			4,763
Property and equipment	(1,718		)	(2,673		)
Intangible assets	(2,502		)	(3,069		)
Unit-based compensation expense	310			142
	4,544			(447		)
Valuation allowance	(4,544		)	—
Net deferred tax liability	$	—		$	(447	)

As of December 31, 2016 and 2015, the Company had unused federal and state net operating loss ("NOL") carryforwards of $19.74 million and $11.91 million, respectively. The NOL carryforwards expire at various dates through December 31, 2036. All deferred taxes have been calculated at the Company’s applicable income tax rates for the years ended December 31, 2016 and 2015. A valuation allowance of $4.5 million was applied against the net deferred tax asset balance as of December 31, 2016. In assessing the realizability of deferred tax assets, the Company considers its estimated taxable future earnings and the expected timing of the reversal of temporary differences. Accordingly, the Company has recorded a valuation allowance against its deferred tax assets which reduces the gross deferred tax asset to an amount which management believes will more-likely-than-not be realized. The valuation allowance was determined, by assessing both positive and negative evidence, whether it is more-likely-than-not that deferred tax assets are realizable. Such assessment is done on a jurisdiction-by-jurisdiction basis.

Ownership changes, as defined in the Internal Revenue Code, may limit the amount of net operating loss carryforward that can be utilized annually to offset future taxable income. Subsequent ownership changes, including the one contemplated in the transaction described in Note 15, could further affect the limitation in future years.

Income taxes using the federal statutory income tax rate differ from the Company’s effective tax rate primarily due to non-deductible expenses incurred by the Company. A reconciliation of income tax expense (benefit) at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows:

19

	2016		2015
Statutory federal tax rate	34	%	34	%
State tax	5.91	%	5.88	%
Other permanent differences	(0.11	)%	(0.14	)%
Change in valuation allowance	(41.38	)%	—
True-up of prior years taxes	5.54	%	1.57	%
Effective tax rate	3.96	%	41.31	%

Note 12.Employee Benefit Plan

The Company maintains a defined contribution retirement plan which qualifies under Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees who have attained the age of 21 and completed one month of service. Under the plan, participants may contribute up to the maximum amount allowed by the Internal Revenue Code. The Company makes matching contributions equal to 50% of the first 4% of eligible compensation. For the years ended December 31, 2016 and 2015, the Company made matching contributions of $0.14 million.

Note 13.Commitments

Operating leases: The Company leases certain equipment and property under operating leases expiring at various dates through December 2018.

Future minimum lease commitments under the operating leases are as follows as of December 31, 2016:

2017	$	582
2018	613
	$	1,195

Total rent expense associated with operating leases was $0.57 million and $0.58 million for the years ended December 31, 2016 and 2015, respectively.

Note 14.Contingencies

The Company is occasionally subject to various legal proceedings and claims that arise in the ordinary course of business activities.  Except as described below, in the opinion of management, the disposition of these matters will not have a material effect on the Company’s financial condition or results of operations.

During 2016, a class action lawsuit regarding California employment wages was brought against the Company. In November 2016, the Company entered into a settlement agreement and release with certain parties regarding the ongoing litigation.  The matter has been settled for $0.75 million and the Motion for Preliminary Approval of Class Action Settlement is set to be heard in early 2017.  Should the court grant preliminary and final approval of this settlement, this settlement is expected to preclude the aforementioned claims by class members for the class period of October 13, 2011 through November 15, 2016, provided such members do not opt out of the settlement.  The Company has accrued $0.66 million related to this settlement as of December 31, 2016, which is net of the portion of the liability covered by the Company’s insurance carrier.

Note 15. Subsequent Events

On February 21, 2017, the Company issued subordinated convertible secured promissory notes with Wellness totaling $2.5 million. The terms and conditions of the subordinated convertible secured promissory notes are in line with the notes entered into throughout 2016 (Note 8).

On March 7, 2017, the Company executed an Agreement and Plan of Merger (the “Merger Agreement”) with a publicly traded entity (the “Acquirer”). Through this transaction, the Company will merge with one of the Acquirer’s subsidiaries. Upon effectiveness of the Merger Agreement, the Company’s interest shall be converted solely into

20

the right to receive shares of the consolidated Acquirer, resulting in the Company being a wholly owned subsidiary of the Acquirer, and the Company’s member receiving shares in the consolidated Acquirer as consideration. The terms of the Merger Agreement are contingent upon the Acquirer receiving majority shareholder approval of the transaction. If approval is obtained, the terms and conditions will become effective immediately.

The Company has evaluated all events and transactions that occurred after the balance sheet date through the date of this filing. Except as discussed above, the Company did not have any material subsequent events that impacted its financial statements or disclosures.

21

EX-99.4

Exhibit 99.4

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated balance sheet as of December 31, 2016, and the unaudited pro forma consolidated statement of operations for the year ended December 31, 2016, are based on the historical financial statements of Hooper and Provant after giving effect to the Merger, and after applying the assumptions, reclassifications and adjustments described in the accompanying note. The unaudited pro forma consolidated financial information also gives effect to the financing and issuance of shares of Hooper common stock.

The unaudited pro forma consolidated balance sheet gives pro forma effect to the Merger as if it had occurred on December 31, 2016. The unaudited consolidated pro forma statement of operations gives effect to the Merger as if it had occurred on January 1, 2016. The unaudited pro forma consolidated financial information is for illustrative and informational purposes only and should not be considered indicative of the results that would have been achieved had the transactions been consummated on the dates or for the periods indicated. The unaudited consolidated financial information does not purport to represent consolidated balance sheet data or consolidated statement of operations data or other financial data as of any future date or any future period.

The Merger has been accounted for as a business combination which requires one of the two companies in the Merger be designated as the acquirer for accounting purposes based on the evidence available. Hooper will be treated as the acquiring entity for accounting purposes. In identifying Hooper as the acquiring entity, the companies took into account the ownership structure after the Merger, composition of the board of directors, and the designation of certain senior management positions, including its Chief Executive Officer and Chief Financial Officer. In addition, pursuant to a Voting and Standstill Agreement, the Provant equity holders have agreed for a period ending at the annual meeting of Hooper’s shareholders in June 2019, the Provant equity holders and its affiliates will not make any secondary market purchases of Hooper common stock that would raise its total number of Hooper shares above 50% of the total number of outstanding Hooper shares. As a result of the Voting and Standstill Agreement, the Provant equity holders will be contractually unable to exercise control over Hooper’s board of directors for two full annual election cycles following closing of the Merger.

The estimated purchase price has been allocated on a preliminary basis to tangible and intangible assets acquired and liabilities assumed. The allocation of the purchase price is preliminary and based on estimated fair value assessments and assumptions used by management. The purchase price allocation is pending and may change upon completion of our independent valuation report, which may result in adjustment to the preliminary purchase price allocation. While management believes that the preliminary estimates and assumptions underlying the valuations are reasonable, changes in the estimates and assumptions could result in a change to the allocation to assets acquired and liabilities assumed, and the resulting amount of goodwill.

The unaudited pro forma financial information should be read in conjunction with the Hooper historical consolidated financial statements and notes included in the Hooper Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 9, 2017, as well as with the Provant historical financial statements and notes for the year ended December 31, 2016, which are included in this Form 8-K.

1

	Historical
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET	Hooper			Provant		Pro Forma Adjustments
Amounts in (000's), except share data	December 31, 2016			December 31, 2016		(a)			(b)				(c)			(d)				(e)				Pro Forma Consolidated
Assets
Current assets:
Cash and cash equivalents	$	1,866		$	1,537	$	3,500		$	—			$	—		$	2,327		(h)	$	—			$	9,230
Accounts receivable	4,155			8,555		—			—				—			—				—				12,710
Inventories	1,112			729		—			—				—			—				—				1,841
Other current assets	345			775		—			—				—			—				—				1,120
Total current assets	7,478			11,596		3,500			—				—			2,327				—				24,901
Property, plant and equipment, net	1,760			1,164		—			—				—			—				—				2,924
Intangible assets	4,031			10,765		—			—				—			—				(1,865		)	(m)	12,931
Goodwill	633			5,416		—			—				—			—				(2,154		)	(n)	3,895
Other assets	352			89		—			—				—			—				—				441
Total assets	$	14,254		$	29,030	$	3,500		$	—			$	—		$	2,327			$	(4,019	)		$	45,092
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	6,612		$	4,288	$	—		$	—			$	—		$	—			$	—			$	10,900
Accrued expenses	1,747			4,958		—			(221		)	(f)	1,150			(274		)	(i)	—				7,360
Short-term debt	2,218			357		—			—				—			3,815			(j)	—				6,390
Outstanding revolver - Hooper	3,603			—		—			5,256			(g)	—			—				—				8,859
Outstanding revolver - Provant	—			5,256		—			(5,256		)	(g)	—			—				—				—
Other current liabilities	2,621			657		—			—				—			—				(57		)		3,221
Total current liabilities	16,801			15,516		—			(221		)		1,150			3,541				(57		)		36,730
Subordinated debt	—			4,400		—			(2,300		)	(f)	—			—				—				2,100
Long-term debt	—			110		—			—				—			—				—				110
Other long-term liabilities	317			771		—			—				—			—				—				1,088
Stockholders' Equity:
Members' equity - Provant	—			8,233		—			2,521			(f)	—			—				(12,854		)	(o)	—
Common stock	404			—		189			—				22			—				418			(p)	1,033
Additional paid-in capital	166,084			—		3,316			—				342			467			(k)	6,374			(p)	176,583
Accumulated (deficit)	(169,352		)	—		(5		)	—				(1,514		)	(1,681		)	(l)	—				(172,552		)
	(2,864		)	8,233		3,500			2,521				(1,150		)	(1,214		)		(6,062		)		5,064
Total stockholders' equity (deficit)	(2,864		)	8,233		3,500			2,521				(1,150		)	(1,214		)		(6,062		)		5,064			(q)
Total liabilities and stockholders' equity (deficit)	$	14,254		$	29,030	$	3,500		$	—			$	—		$	2,327			$	(6,119	)		$	45,092
Authorized shares	240,000,000																							240,000,000
Issued shares	10,103,525					4,726,324							560,000							10,448,849				25,838,697
Outstanding shares	10,103,525					4,726,324							560,000							10,448,849				25,838,697

2

(a) Represents issuance of 4,726,324 shares of Hooper common stock in conjunction with the Required Capital Raise per the Term Loan Agreement with SWK.

(b) Represents the repayment or conversion of the existing Provant debt obligations in connection with the Merger.

(c) Represents transaction fees incurred in connection with the Merger including $1,150 for estimated legal, accounting and other fees. In addition, fees of $364 will be paid through the issuance of 560,000 shares of Hooper common stock.

(d) Represents the extinguishment of the existing Term Loan with SWK and replacement with a new Term Loan with SWK with proceeds intended for working capital purposes.

(e) Represents preliminary allocation of purchase price, issuance of shares of Hooper common stock for the Merger consideration and elimination of Provant equity. The finalization of the purchase price allocation may result in changes to the valuation of acquired assets and liabilities, particularly in regards to goodwill and finite-lived intangible assets, which may be material.

(f) Represents the conversion of a portion of the Provant Subordinated Convertible Debt to Provant equity prior to the Merger, including accrued interest of $221. Based on a net debt calculation in the Merger Agreement, Hooper will assume a balance of $2,100 subordinated debt in connection with the Merger.

(g) Represents repayment of the Provant line of credit with additional availability under the Hooper credit facility with SCM.

(h) Represents additional proceeds under the new SWK Term Loan, which is net of a principal payment of $539 and payment of fees of $498.

(i) Represents removal of the previously accrued SWK termination fee which was paid as a reduction of the proceeds from the new SWK Term Loan.

(j) Represents new SWK Term Loan of $6,500 with new discount of $467, for net of $6,033, offset by old SWK Term Loan balance of $3,676 with discount of $1,122 and deferred financing fees of $336. The new SWK Term Loan was treated as an extinguishment of debt.

(k) Represents repricing of the existing SWK warrant #1 and issuance of a new SWK warrant with fair value of $439.

(l) Represents loss on extinguishment of the old SWK Term Loan and includes $1,122 old discount, write off of previously recorded deferred financing fees of $336 and fees incurred with SWK for new Term Loan of $223.

(m) Represents estimated fair value adjustments to intangible assets for acquired customer relationships of $4,400 and technology of $4,500 based on the preliminary purchase price allocation.

(n) Represents the fair value adjustments to goodwill as a result of the Merger based on the preliminary purchase price allocation.

(o) Represents elimination of Provant members' equity of $8,233 and $4,621 for the conversion of the Provant Subordinated Convertible Debt to Provant equity prior to and in connection with the Merger.

(p) Represents issuance of 10,448,849 shares of Hooper common stock (par value of $0.04) at a price of $0.65, which represents the final Merger consideration. The actual Merger consideration is based on the closing stock price at the time of Merger close. The unaudited pro forma consolidated balance sheet reflects the actual shares issued and stock price at date of close on May 11, 2017.

(q) The pro forma unaudited stockholders' equity is as of December 31, 2016. Hooper expects to incur additional losses from continuing operations during 2017 that will reduce shareholder's equity further.

3

	Historical
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS	Hooper			Provant			Pro Forma Adjustments
Amounts in (000's), except share and per share data	For the year ended December 31, 2016						(a)			(b)			(c)			(d)			(e)			(f)				Pro Forma Consolidated
Revenues	$	34,271		$	36,719		$	—		$	—		$	—		$	—		$	—		$	—			$	70,990
Cost of operations	26,416			31,599			(3,652		)	(1,088		)	1,500			—			—			—				54,775
Gross profit	7,855			5,120			3,652			1,088			(1,500		)	—			—			—				16,214
Operating expenses:
Selling, general and administrative	14,532			15,319			(1,416		)	1,088			629			—			—			—				30,152
Restructuring charges	559			—			—			—			—			—			—			—				559
Total operating expenses	15,091			15,319			(1,416		)	1,088			629			—			—			—				30,711
Operating loss from continuing operations	(7,236		)	(10,199		)	5,068			—			(2,129		)	—			—			—				(14,496		)
Interest expense, net	3,570			741			—			—			—			(710		)	602			(1,429		)		2,774
Other income	(887		)	—			—			—			—			—			—			—				(887		)
Loss from continuing operations before income taxes	(9,919		)	(10,940		)	5,068			—			(2,129		)	710			(602		)	1,429				(16,383		)
Income tax expense (benefit)	25			(437		)	—			—			—			—			—			—			(h)	(412		)
Loss from continuing operations	$	(9,944	)	$	(10,503	)	$	5,068		$	—		$	(2,129	)	$	710		$	(602	)	$	1,429			$	(15,971	)
Basic loss from continuing operations per share	$	(1.11	)																							$	(0.65	)
Diluted loss from continuing operations per share	$	(1.11	)																							$	(0.65	)
Weighted average number of shares:
Basic	8,981,563																					15,735,173			(g)	24,716,736
Diluted	8,981,563																					15,735,173				24,716,736

4

(a) Represents the elimination of Provant amortization of intangible assets and includes amortization of technology of $3,651 and amortization of intangible assets of $1,416. These assets were valued at fair value in connection with the Merger. Refer to tickmark (c) for amortization based on their respective fair values.

(b) Represents reclassification of certain labor costs for consistent presentation with Hooper.

(c) Represents the amortization of technology of $1,500 and intangible assets of $629 that were adjusted to their estimated fair value in the preliminary purchase price allocation. The estimated fair value of technology was $4,500 with an estimated useful life of 3 years. The estimated fair value of customer relationships was $4,400 with an estimated useful life of 7 years.

(d) Represents the elimination of Provant interest expense for its line of credit (refer to tickmark (g) on the Unaudited Pro Forma Consolidated Balance Sheet) and Subordinated Convertible Debt (refer to tickmark (f) on the Unaudited Pro Forma Consolidated Balance Sheet).

(e) Represents additional interest expense of $482 as a result of the increased balance on Hooper credit facility with SCM. Refer to tickmark (g) on the Unaudited Pro Forma Consolidated Balance Sheet. Also includes an early termination fee of $70 for the repayment of the Provant line of credit and $50 write off of related deferred fees.

(f) Represents the incremental change in interest expense on the new SWK Term Loan of $186 offset by a reduction in the amortization of debt discount, deferred fees and termination fees of ($1,615).

(g) Represents the issuance of 4,726,324 shares of Hooper common stock in conjunction with the Required Capital Raise, 10,448,849 shares of Hooper common stock issued as consideration for the Merger and 560,000 shares of Hooper common stock issued as payment for Merger transaction fees.

(h) The Merger is being treated a a reorganization for tax purposes. Both Hooper and Provant have historical net operating losses and have recorded valuation allowances against their deferred tax assets. Therefore, no tax effects have been recorded as a result of the Merger.

NOTE TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma consolidated balance sheet as of December 31, 2016, gives effect to the preliminary purchase price allocation of approximately $6.792 million, based upon issuance of Hooper common stock utilizing the closing stock price of $0.65 on the date of close of May 11, 2017.  The unaudited pro forma financial information assumes that the entire $3.5 million SWK equity requirement will have been raised by the time of the Merger closing. Pursuant to the terms of the SWK equity requirement, Hooper is not required to complete the equity raise for up to 90 days after closing of the Merger.  Please refer to the table below for the preliminary allocation of the purchase price.  The unaudited pro forma consolidated statement of operations for the year ended December 31, 2016 gives effect to amortization of the fair value assigned to the acquired intangible assets, including customer relationships and technology.  The unaudited pro forma consolidated statement of operations for the year ended December 31, 2016 also gives effect to the impact to interest expense for the related credit facility and Term Loan financing consummated in connection with the Merger.

Preliminary Purchase Price Allocation:

(Amounts in 000's)	Fair value
Equity issued for Merger	$	6,792
Allocated to:
Net working capital assets	(3,834)
Property plant and equipment	1,164
Customer relationships	4,400
Technology intangible asset	4,500
Deferred revenue	(600)
Subordinated debt	(2,100)
Goodwill	3,262
Merger consideration	$	6,792

The preliminary estimated useful lives of the customer relationships intangible asset is seven years and the technology intangible asset is three years, both of which will be preliminarily amortized on a straight line basis.

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