Registration Rights Agreement
dated as of December 23, 2008
HC Innovations, Inc.,
the Subsidiary Guarantors Listed Herein and
the Noteholders Listed Herein
Table of Contents
2. Demand Registration Rights
3. Piggyback Registration Rights
4. Registration Procedures
5. Registration Expenses
Exhibit A- Form of Notice to Transfer Agent
Exhibit B- Holder Information
REGISTRATION RIGHTS AGREEMENT
This Agreement is dated as of December 23, 2008, between HC Innovations, Inc., a Delaware corporation (and any
successors thereto, the “ Company ”), the Subsidiary Guarantors listed herein and the Holders (as defined below).
This Agreement is entered into pursuant to the Securities Amendment and Purchase Agreement dated as of December 23,
2008 among the Company and the Noteholders identified therein (the “ Securities Amendment and Purchase Agreement ”).
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are acknowledged, each of the parties to this Agreement
agrees as follows:
1. Definitions . As used in this Agreement, the following terms shall have the following meanings:
“ Agreement ” means this Agreement, as the same may be amended or supplemented from time to time in accordance with
the terms hereof.
“ Affiliate(s) ” has the meaning set forth in Rule 144.
“ Additional Effectiveness Deadline ” has the meaning set forth in Section 2(b) of this Agreement.
“ Additional Filing Deadline ” has the meaning set forth in Section 2(b) of this Agreement.
“ Business Day ” means any day except Saturday, Sunday and any day which shall be a federal legal holiday or a day on