SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2023 • Ontrak, Inc. • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [_______], 2023, between Ontrak, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PROCEEDS ESCROW AGREEMENT PROCEEDS ESCROW AGREEMENT ("Agreement") dated as of ___________, 2001, by and between Alaska Freightways, Inc., a Nevada corporation (the "Company") and Escrow Specialists of Ogden, Utah (the "Escrow Agent") W I T N E S S E T...Escrow Agreement • April 3rd, 2002 • Alaska Freightways Inc • Terminal maintenance facilities for motor freight transport
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ONTRAK, INC.Ontrak, Inc. • November 15th, 2023 • Services-misc health & allied services, nec • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the Stockholder Approval is obtained and deemed effective (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ontrak, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT catasys, inc.Catasys, Inc. • July 31st, 2015 • Services-misc health & allied services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CREDE CG III, Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Catasys, Inc., a Delaware corporation (the “Company”), up to 936,462 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • December 27th, 2011 • Catasys, Inc. • Services-misc health & allied services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December __, 2011 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Catasys, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2023 • Ontrak, Inc. • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [_______], 2023, between Ontrak, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ONTRAK, INC. Common Stock (par value $0.0001 per share)Ontrak, Inc. • November 5th, 2021 • Services-misc health & allied services, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2010 • Hythiam Inc • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2010, between Hythiam, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
8% SEries b CONVERTIBLE DEBENTURE DUE MARCH 31, 2017Catasys, Inc. • February 1st, 2017 • Services-misc health & allied services, nec • New York
THIS 8% SERIES B CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Series B Convertible Debentures of CATASYS, INC., a Delaware corporation, (the “Company”), having its principal place of business at 11601 WILSHIRE BLVD, SUITE 1100, LOS ANGELES, CA 90025, designated as its 8% Series B Convertible Debenture due March 31, 2017 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
ONTRAK, INC. and EQUINITI TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2023Warrant Agency Agreement • September 29th, 2023 • Ontrak, Inc. • Services-misc health & allied services, nec • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2023 (“Agreement”), by and between Ontrak, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
LEASE AGREEMENTLease Agreement • April 4th, 2001 • Alaska Freightways Inc
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 29th, 2023 • Ontrak, Inc. • Services-misc health & allied services, nec • New York
COMMON STOCK PURCHASE WARRANT ONTRAK, INC.Common Stock Purchase • August 28th, 2023 • Ontrak, Inc. • Services-misc health & allied services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ontrak, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to e
CONFIDENTIALCatasys, Inc. • July 22nd, 2011 • Services-misc health & allied services, nec • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Catasys, Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares of the Company’s common stock, par value $___ per share (the “Shares” or “Common Stock”) [and warrants to purchase shares of Common Stock]. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchaser
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 29th, 2014 • Catasys, Inc. • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 22, 2014, between Catasys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between CATASYS, INC. and JOSEPH GUNNAR & CO., LLC as Representative of the Several UnderwritersUnderwriting Agreement • April 28th, 2017 • Catasys, Inc. • Services-misc health & allied services, nec • New York
The undersigned, Catasys, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Catasys, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT CATASYS, INC.Catasys, Inc. • February 1st, 2017 • Services-misc health & allied services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ACUITAS GROUP HOLDINGS, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Catasys, Inc., a Delaware corporation (the “Company”), up to 352,941 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
COMMON STOCK PURCHASE WARRANT ONTRAK, INC.Ontrak, Inc. • November 2nd, 2023 • Services-misc health & allied services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the Stockholder Approval is obtained and deemed effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ontrak, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2007 • Hythiam Inc • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 6, 2007, between Hythiam, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2011 • Catasys, Inc. • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2011, between Catasys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PROCEEDS ESCROW AGREEMENT PROCEEDS ESCROW AGREEMENT ("Agreement") dated as of ___________, 2001, by and between Alaska Freightways, Inc., a Nevada corporation (the "Company") and BRIGHTON BANK of Salt Lake City, Utah (the "Escrow Agent") W I T N E S S...Proceeds Escrow Agreement • April 4th, 2001 • Alaska Freightways Inc • Utah
Underwriting AgreementUnderwriting Agreement • November 8th, 2005 • Hythiam Inc • Services-misc health & allied services, nec • New York
Hythiam, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 8,000,000 shares (the “Firm Shares”) of common stock, $.0001 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,200,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
OFFICE LEASEOffice Lease • November 13th, 2013 • Catasys, Inc. • Services-misc health & allied services, nec • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between TRIZEC WILSHIRE CENTER, LLC, a Delaware limited liability company (“Landlord”), and CATASYS, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); and Exhibit F (Additional Provisions).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2012 • Catasys, Inc. • Services-misc health & allied services, nec • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of December 4, 2012, between Catasys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 18th, 2009 • Hythiam Inc • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September ___, 2009, between Hythiam, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ALASKA FREIGHTWAYS, INC. - COMMON STOCK SUBSCRIPTION AGREEMENTAlaska Freightways Inc • April 4th, 2001
CONFIDENTIAL Mr. Terren S. Peizer Chairman and Chief Executive Officer Hythiam Inc. 11150 Santa Monica Boulevard Suite 1500 Los Angeles, CA 90025 Dear Mr. Peizer:Hythiam Inc • September 18th, 2009 • Services-misc health & allied services, nec • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Hythiam Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purcha
ContractCatasys, Inc. • April 13th, 2012 • Services-misc health & allied services, nec
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR QUALIFIED UNDER THE LAWS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS SUPPORTED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
ContractCatasys, Inc. • April 13th, 2012 • Services-misc health & allied services, nec • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER HEREOF IN ORDER TO EFFECT A PARTIAL PAYMENT, REDEMPTION OR CONVERSION HEREOF. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT SHOWN BELOW.
COMMON STOCK PURCHASE WARRANT CATASYS, INC.Catasys, Inc. • August 15th, 2016 • Services-misc health & allied services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Acuitas Group Holdings, LLC. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Catasys, Inc., a Delaware corporation (the “Company”), up to 113,636 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2012 • Catasys, Inc. • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2012 (the “Effective Date”), between Catasys, Inc., a Delaware corporation (the “Company”), and Socius Capital Group, LLC (the “Investor”).
CATASYS, INC. ANXIOLITIX, INC. CATASYS HEALTH, INC. HERITAGE BANK OF COMMERCE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 15th, 2018 • Catasys, Inc. • Services-misc health & allied services, nec • California
This Loan And Security Agreement is entered into as of June 14, 2018, by and between HERITAGE BANK OF COMMERCE (“Bank”) and CATASYS, INC. (“Parent”), ANXIOLITIX, INC. (“Anxiolitix”), and CATASYS HEALTH, INC. (“Catasys Health”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2007 • Hythiam Inc • Services-misc health & allied services, nec • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 17, 2007, by and among Hythiam, Inc., a Delaware corporation with headquarters located at 11150 Santa Monica Boulevard, Suite 1500, Los Angeles, California 90025 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2021 • Ontrak, Inc. • Services-misc health & allied services, nec • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of September 8, 2021 by and between Ontrak, Inc., a Delaware corporation (“Employer” or “Company”), and Robert Accordino, MD, an individual (“Employee”).
FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • April 17th, 2023 • Ontrak, Inc. • Services-misc health & allied services, nec • New York
This FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of August 12, 2022, by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, ACUITAS CAPITAL LLC, a Delaware limited liability company (the “Purchaser”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”). Capitalized terms used in this Amendment (including the Recitals), to the extent not otherwise defined herein, shall have the same meaning as in the below referenced Note Purchase Agreement, as amended hereby.
