American Caresource Holdings, Inc. Sample Contracts

American CareSource Holdings, Inc. – Contract (October 17th, 2016)

THIS NOTE AND ANY SECURITIES ISSUABLE UPON THE PAYMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

American CareSource Holdings, Inc. – ASSET PURCHASE AGREEMENT (June 21st, 2016)

This Asset Purchase Agreement (this “Agreement”) is entered into as of June 15, 2016, by and among HealthSmart Preferred Care II, L.P., a Texas limited partnership (the “Purchaser”), as purchaser, and American CareSource Holdings, Inc., a Delaware corporation (the “Company”) and its wholly-owned subsidiaries Ancillary Care Services, Inc., a Delaware corporation (“Ancillary Care Services”) and Ancillary Care Services-Worker’s Compensation, Inc., a Delaware corporation “Ancillary Care Services-Worker’s Comp” and together with the Company and Ancillary Care Services, each a “Seller” and collectively, the “Sellers”), as sellers.

American CareSource Holdings, Inc. – WARRANT (June 13th, 2016)

This is to Certify That, FOR VALUE RECEIVED, _______________ (Holder) is entitled to purchase, subject to the provisions of this Warrant, from AMERICAN CARESOURCE HOLDINGS, INC., a Delaware corporation (Company), _______________ (_______________ ) fully paid, validly issued and nonassessable shares of common stock, par value $0.01 per share, of the Company (Common Stock) at a price of No Dollars and Twenty-One cents ($0.21) per share (the “Exercise Price”) at any time or from time to time during the ten-year period beginning the date hereof. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as Warrant Shares and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to

American CareSource Holdings, Inc. – Contract (June 6th, 2016)

THIS NOTE AND ANY SECURITIES ISSUABLE UPON THE PAYMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

American CareSource Holdings, Inc. – EQUITY PURCHASE AGREEMENT (May 16th, 2016)

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is effective as of April 1, 2016 (the “Effective Date”) by and among ACSH URGENT CARE HOLDINGS, LLC, a Delaware limited liability company (“Urgent Holdings”), ASCH PRIMARY CARE HOLDINGS, LLC, a Delaware limited liability company (“Primary Holdings” and together with Urgent Holdings, collectively, “Sellers”), URGEMEDICAL GROUP INC., a Virginia corporation (“Buyer”), and PAYAM HERISCHI (“Guarantor”).

American CareSource Holdings, Inc. – PROMISSORY NOTE B (May 16th, 2016)

This Promissory Note is made pursuant to that certain Equity Purchase Agreement, dated April 1, 2016, by and among Sellers, Buyer and Payam Herischi (the "Guarantor").

American CareSource Holdings, Inc. – PROMISSORY NOTE A (May 16th, 2016)

This Promissory Note is made pursuant to that certain Equity Purchase Agreement, dated April 1, 2016 by and among Sellers, Buyer and Payam Herischi (the "Guarantor").

American CareSource Holdings, Inc. – PROMISSORY NOTE (December 15th, 2015)

This Promissory Note (this “Note”) is delivered by Borrower pursuant to and in accordance with the terms and conditions of that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of July 31, 2015, by and among Borrower, Lender, each shareholder of Lender, and Kevin E. Potts, MD, as representative of such shareholders (Lender and such shareholders, collectively, “Seller Parties”). Capitalized terms used and not otherwise defined in this Note shall have the meanings ascribed to such term in the Purchase Agreement.

American CareSource Holdings, Inc. – On July 31, 2015, ACSH Medical Management LLC, or ACSH Management, a wholly- owned subsidiary of American CareSource Holdings, Inc. (the “Company”) entered into an Asset Purchase Agreement with Medac Health Services, P.A., or Medac, and its shareholders to purchase certain assets used in the operation of its four urgent care centers located in the greater Wilmington, North Carolina area (as described in the Asset Purchase Agreement, which was filed on August 6, 2015 in a Current Report on Form 8-K with the Securities and Exchange Commission). On May 8, 2014, ACSH Urgent Care of Georgia, LLC., a (December 15th, 2015)
American CareSource Holdings, Inc. – Report of Independent Auditors (December 15th, 2015)
American CareSource Holdings, Inc. – Independent Accountants' Compilation Report (December 15th, 2015)
American CareSource Holdings, Inc. – AMERICAN CARESOURCE HOLDINGS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (December 11th, 2015)
American CareSource Holdings, Inc. – NUMBER ___________ SHARES ___________ (December 11th, 2015)

THIS CERTIFIES THAT ______________________________________________________________________________________________is the owner of __________________________________________________________________ shares of the SERIES A CONVERTIBLE PREFERRED STOCK of American CareSource Holdings, Inc., fully paid and nonassessable, transferable only on the books of the Corporation in person or by Attorney upon surrender of the Certificate properly endorsed.

American CareSource Holdings, Inc. – UNDERWRITING AGREEMENT between AMERICAN CARESOURCE HOLDINGS, INC. and AEGIS CAPITAL CORP. as Representative of the Several Underwriters AMERICAN CARESOURCE HOLDINGS, INC. UNDERWRITING AGREEMENT (December 11th, 2015)
American CareSource Holdings, Inc. – American CareSource Holdings, Inc. Announces Closing of Public Offering of Securities Atlanta, GA—(BUSINESS WIRE)—December 9, 2015—American CareSource Holdings, Inc. (Nasdaq: GNOW), an urgent and primary care company operating under the name GoNow Doctors (the “Company”), announced today the closing of an underwritten public offering with total gross proceeds to the company of approximately $7.5 million before deducting underwriting discounts and commissions and other offering expenses payable by the Company. The securities offered by the Company consist of Class A Units, with each Class A Uni (December 9th, 2015)

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

American CareSource Holdings, Inc. – UNDERWRITING AGREEMENT between AMERICAN CARESOURCE HOLDINGS, INC. and AEGIS CAPITAL CORP. as Representative of the Several Underwriters AMERICAN CARESOURCE HOLDINGS, INC. UNDERWRITING AGREEMENT (November 25th, 2015)
American CareSource Holdings, Inc. – AMERICAN CARESOURCE HOLDINGS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (November 12th, 2015)
American CareSource Holdings, Inc. – AMERICAN CARESOURCE HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK (November 12th, 2015)

American CareSource Holdings, Inc., a Delaware corporation (the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, [•] , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”), but not after 5:30 p.m., New York Time, on the Expiration Date, [•] fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16.

American CareSource Holdings, Inc. – UNDERWRITING AGREEMENT between AMERICAN CARESOURCE HOLDINGS, INC. and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters AMERICAN CARESOURCE HOLDINGS, INC. UNDERWRITING AGREEMENT (November 12th, 2015)
American CareSource Holdings, Inc. – STOCK PURCHASE WARRANT (October 22nd, 2015)

This is to Certify That, FOR VALUE RECEIVED, Mark Oman (Holder) is entitled to purchase, subject to the provisions of this Warrant, from AMERICAN CARESOURCE HOLDINGS, INC., a Delaware corporation (Company), Ninety-Nine Thousand Nine Hundred Ninety (99,990) fully paid, validly issued and nonassessable shares of common stock, par value $0.01 per share, of the Company (Common Stock) at a price One Dollar and Seventy Cents ($1.70) per share (the “Exercise Price”) at any time or from time to time during the period from the date hereof to 5:00 p.m. Eastern Standard Time, on August 12, 2020. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The exercise price and the number of shares issuable upon exercise of this Warrant will be proportionately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. The shares

American CareSource Holdings, Inc. – UNDERWRITING AGREEMENT between AMERICAN CARESOURCE HOLDINGS, INC. and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters AMERICAN CARESOURCE HOLDINGS, INC. UNDERWRITING AGREEMENT (October 22nd, 2015)
American CareSource Holdings, Inc. – Wells Fargo Bank, National Association Second Amendment to Credit Agreement (October 22nd, 2015)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 6, 2015, by and between AMERICAN CARESOURCE HOLDINGS, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

American CareSource Holdings, Inc. – STOCK PURCHASE WARRANT (October 22nd, 2015)

This is to Certify That, FOR VALUE RECEIVED, John Pappajohn (Holder) is entitled to purchase, subject to the provisions of this Warrant, from AMERICAN CARESOURCE HOLDINGS, INC., a Delaware corporation (Company), One Hundred Fifty Thousand (150,000) fully paid, validly issued and nonassessable shares of common stock, par value $0.01 per share, of the Company (Common Stock) at a price of One Dollar and Seventy Cents ($1.70) per share (the “Exercise Price”) at any time or from time to time during the period from the date hereof to 5:00 p.m. Eastern Standard Time, on August 12, 2020. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The exercise price and the number of shares issuable upon exercise of this Warrant will be proportionately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. The shares of Co

American CareSource Holdings, Inc. – AMENDMENT TO LOAN DOCUMENTS (October 22nd, 2015)

THIS AMENDMENT TO LOAN DOCUMENTS (“Amendment”) is entered into as of the 8th day of January, 2015, by and between AMERICAN CARESOURCE HOLDINGS, INC. (“Borrower”); ACSH SERVICE CENTER, LLC, ACSH PRIMARY CARE HOLDINGS, LLC, ACSH PRIMARY CARE OF FLORIDA, LLC, ACSH PRIMARY CARE OF GEORGIA, LLC, ACSH PRIMARY CARE OF VIRGINIA, LLC, ACSH URGENT CARE HOLDINGS, LLC, ACSH URGENT CARE OF FLORIDA, LLC, ACSH URGENT CARE OF GEORGIA, LLC, ACSH URGENT CARE OF VIRGINIA, LLC, ACSH URGENT CARE OF ALABAMA, LLC (“Third Party Obligors”); and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

American CareSource Holdings, Inc. – Wells Fargo Bank, National Association Second Amendment to Credit Agreement (October 22nd, 2015)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is effective as of August 12, 2015, by and between AMERICAN CARESOURCE HOLDINGS, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

American CareSource Holdings, Inc. – FIRST MODIFICATION TO PROMISSORY NOTE (October 22nd, 2015)

THIS FIRST MODIFICATION TO PROMISSORY NOTE (this “Modification”) is entered into as of the 8th day of January, 2015, by and between AMERICAN CARESOURCE HOLDINGS, INC. (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

American CareSource Holdings, Inc. – STOCK PURCHASE WARRANT (October 22nd, 2015)

This is to Certify That, FOR VALUE RECEIVED, Bruce Rastetter (Holder) is entitled to purchase, subject to the provisions of this Warrant, from AMERICAN CARESOURCE HOLDINGS, INC., a Delaware corporation (Company), Fifty Thousand and Ten (50,010) fully paid, validly issued and nonassessable shares of common stock, par value $0.01 per share, of the Company (Common Stock) at a price of One Dollar and Seventy Cents ($1.70) per share (the “Exercise Price”) at any time or from time to time during the period from the date hereof to 5:00 p.m. Eastern Standard Time, on August 12, 2020. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The exercise price and the number of shares issuable upon exercise of this Warrant will be proportionately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. The shares of Common

American CareSource Holdings, Inc. – AMENDED AND RESTATED AMERICAN CARESOURCE HOLDINGS, INC. 2009 EQUITY INCENTIVE PLAN (August 14th, 2015)

American CareSource Holdings, Inc., a Delaware corporation (the “Company”), hereby adopts this Amended and Restated American CareSource Holdings, Inc. 2009 Equity Incentive Plan, effective March 31, 2015, subject to approval of the Company's stockholders, which amends and restates the American CareSource Holdings, Inc. 2009 Equity Incentive Plan, as amended and restated effective April 28, 2014 (as hereby amended and restated, the "Plan").  The terms of the Plan, as so amended and restated, are as follows:

American CareSource Holdings, Inc. – ASSET PURCHASE AGREEMENT (August 6th, 2015)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 31, 2015 (the “Effective Date”) by and among MEDAC HEALTH SERVICES, P.A., a North Carolina professional corporation (“Seller”), the shareholders of Seller listed on the signature page to this Agreement (“Shareholders” and together with Seller, “Seller Parties”), KEVIN E. POTTS, MD, (in his capacity as a Shareholder, “Dr. Potts” and in his capacity as attorney-in-fact of Seller Parties, “Seller Representative”), and ACSH MEDICAL MANAGEMENT, LLC, a Delaware limited liability company (“Buyer”).

American CareSource Holdings, Inc. – American CareSource Announces Definitive Agreement to Acquire North Carolina Urgent Care Assets (August 6th, 2015)

ATLANTA, Aug. 5, 2015 (GLOBE NEWSWIRE) -- American CareSource Holdings, Inc. (NASDAQ:ANCI), owner of urgent and primary care centers and a national network of ancillary health care providers, announced today that it has entered into a definitive agreement to purchase certain assets of Medac Health Services, P.A., the leading provider of urgent care services in Wilmington, North Carolina, for a purchase price of $5.6 million.

American CareSource Holdings, Inc. – EX-10.1 – Employment Agreement Exhibit (May 28th, 2015)

We are very pleased to extend an offer of employment to you for the position of President and Chief Operating Officer of American CareSource Holdings, Inc., a Delaware corporation (the "Company"). Although your continued employment is subject to certain terms and conditions, your start date is May 20, 2015 ("Start Date").

American CareSource Holdings, Inc. – EX-10.1 2 – Employment Agreement Exhibit February 20, 2015 Bob Frye, CPA Atlanta, GA Dear Bob, (February 25th, 2015)

On behalf of ACSH, I am pleased to present this offer of employment as Controller, reporting directly to the Anthony Levinson, CFO.  This is a full-time exempt position, and you will be compensated with an annual salary of $130,000 less applicable legal deductions, payable in accordance with the regular payroll practices of the Company. Thereafter, annual performance and compensation reviews will take place in accordance with Company policy.  This offer is contingent upon successful results of your pre-employment drug screening and satisfactory reference check and background investigation. Your first day of employment will be by mutual agreement between you and Anthony Levinson.

American CareSource Holdings, Inc. – ASSET PURCHASE AGREEMENT (January 5th, 2015)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 29, 2014 (the “Effective Date”) by and among STAT MEDICAL CARE, P.C., a Virginia professional corporation (d/b/a Fair Lakes Urgent Care Center), WILLIAM AND TERESA MEDICAL CARE, INC., a Virginia corporation (d/b/a Virginia Gateway Urgent Care Center) (collectively, “Sellers”), CHARLES I. OKORIE, M.D., an individual resident of the State of Virginia (“Owner” and together with Sellers, collectively, “Seller Parties”) and ACSH URGENT CARE OF VIRGINIA, LLC, a Virginia limited liability company (“Buyer”).

American CareSource Holdings, Inc. – CONSULTING SERVICES AGREEMENT (December 24th, 2014)

This CONSULTING SERVICES AGREEMENT (the “Agreement”) is made as of the 31st day of December, 2014, by and between Matthew Thompson, an individual (“Consultant”), and American CareSource Holdings, Inc., a Delaware Corporation (“Client”).

American Caresource Holdings, Inc. – STOCK PURCHASE WARRANT (December 9th, 2014)

This is to Certify That, FOR VALUE RECEIVED, Mark Oman (Holder) is entitled to purchase, subject to the provisions of this Warrant, from AMERICAN CARESOURCE HOLDINGS, INC., a Delaware corporation (Company), Three Hundred Twenty Thousand (320,000) fully paid, validly issued and nonassessable shares of common stock, par value $0.01 per share, of the Company (Common Stock) at a price of Two and 71/100 Dollars ($2.71) per share (the “Exercise Price”) at any time or from time to time during the period from the date hereof to 5:00 p.m. Eastern Standard Time, on December 4, 2019. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The exercise price and the number of shares issuable upon exercise of this Warrant will be proportionately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. The shares of Common St