OF OR FORECLOSE UPON ANY PLEDGED COLLATERAL,
TO OBTAIN EQUITABLE RELIEF OR TO ENFORCE ANY JUDGMENT OR ORDER OBTAINED BY
SECURED PARTY AGAINST BORROWER OR WITH RESPECT TO ANY PLEDGED COLLATERAL, TO
ENFORCE ANY RIGHT OR REMEDY UNDER THIS AGREEMENT OR TO OBTAIN ANY OTHER RELIEF
DEEMED APPROPRIATE BY SECURED PARTY, AND SECURED PARTY AND BORROWER EACH WAIVES
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING, AND SECURED PARTY AND BORROWER EACH HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR
PROCEEDING. BORROWER REPRESENTS AND ACKNOWLEDGES THAT IT HAS REVIEWED THIS
CONSENT TO JURISDICTION PROVISION WITH ITS LEGAL COUNSEL, AND HAS MADE THIS
WAIVER KNOWINGLY AND VOLUNTARILY, WITHOUT COERCION OR DURESS.
(m)Headings. The headings preceding the text of this Agreement are inserted
solely for convenience of reference and shall not constitute a part of this
Agreement or affect its meaning, construction or effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
BORROWER:
HOOPER HOLMES, INC.
By:_____________________________________
Name:
Title:
Date:
SECURED PARTY:
KELTIC FINANCIAL PARTNERS II, LP
By: KELTIC FINANCIAL SERVICES, LLC,
its general partner
By: ____________________________________
Name:
Title:
Date:
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned hereby acknowledges receipt of a copy of the Pledge
Agreement, dated as of February __, 2013 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "Pledge Agreement"),
between by Hooper Holmes, Inc., a New York corporation, and Keltic Financial
Partners II, LP. Each of the undersigned shall be bound by and comply with the
terms of the Pledge Agreement insofar as such terms are applicable to the
undersigned.
GUARANTOR:
HERITAGE LABS INTERNATIONAL, LLC
By:
Name:
Its:
HOOPER DISTRIBUTION SERVICES, LLC
By:
Name:
Its:
HOOPER INFORMATION SERVICES, INC.
By:
Name:
Its:
MID-AMERICA AGENCY SERVICES, INCORPORATED
By:
Name:
Its: