UNDERWRITING AGREEMENT between ACTIVECARE, INC. and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters ACTIVECARE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2017 • Activecare, Inc. • Communications equipment, nec • New York
The undersigned, ActiveCare, Inc., a corporation formed under the laws of the State of Delaware (the “Company,” as used herein, the term “Company Group” collectively refers to the Company together with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of 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:
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO ________, 2017. VOID AFTER 5:00 P.M., EASTERN TIME, ____________, 2021. WARRANT TO PURCHASE COMMON STOCK Activecare, inc.Activecare, Inc. • March 2nd, 2017 • Communications equipment, nec
THIS WARRANT TO PURCHASE COMMON STOCK (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 ______ __, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on __________, 20211 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ActiveCare, 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 Activecare, inc.Common Stock Purchase Warrant • March 2nd, 2017 • Activecare, Inc. • Communications equipment, 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 [●] ___, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ActiveCare, 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 Warr
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2013 • Activecare, Inc. • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2013, between ActiveCare, 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”).
ContractActivecare, Inc. • September 11th, 2009 • In vitro & in vivo diagnostic substances • New York
THIS CLASS B WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase • February 25th, 2016 • Activecare, Inc. • Communications equipment, 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 [the date hereof]1 [as to 25% of the Warrant Shares issuable hereunder, the first date that an Event of Default occurs under the Debentures, as to 37.5% of the Warrant Shares issuable hereunder, the second date that an Event of Default occurs under the Debentures and 37.5% of the Warrant Shares issuable hereunder, on the third date that an Event of Default occurs under the Debentures (which subsequent Events of Default may be the same Events of Default as the prior Events of Default, including but not limited to a failure of the Company to make serial periodic principal or interest payments on existing Indebtedness)]2 (the "Initial Exercise Date") and on or prior to the close of business on the [five]3 [ten]4 year annivers
WARRANT AGENT AGREEMENTWarrant Agent Agreement • March 2nd, 2017 • Activecare, Inc. • Communications equipment, nec • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2017 (the “Issuance Date”) between [COMPANY], a company incorporated under the laws of the State of [STATE] (the “Company”), and Securities Transfer Corporation (the “Warrant Agent”).
UNDERWRITING AGREEMENT between ACTIVECARE, INC. and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters ACTIVECARE, INC.Underwriting Agreement • February 3rd, 2017 • Activecare, Inc. • Communications equipment, nec • New York
The undersigned, ActiveCare, Inc., a corporation formed under the laws of the State of Delaware (the “Company,” as used herein, the term “Company Group” collectively refers to the Company together with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of 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:
SECURITY AGREEMENTSecurity Agreement • August 27th, 2013 • Activecare, Inc. • Communications equipment, nec • New York
This SECURITY AGREEMENT, dated as of August 2, 2013 (this “Agreement”), is among ActiveCare Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, the “Guarantor” and together with the Company, the “Debtors”), Collateral Services LLC, as collateral agent (the “Collateral Agent”) for and the holders of the Company’s Secured Convertible Notes due August 2, 2014 which were issued on August 2, 2013, in the original aggregate principal amount of up to $550,000 (collectively, the “Notes”) (collectively, the “Secured Parties”).
ACTIVECARE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT EMPLOYEENon-Qualified Stock Option Agreement • November 7th, 2016 • Activecare, Inc. • Communications equipment, nec • New York
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") entered into as of the ____________ day of ___________, ___________ by and between ActiveCare, Inc. (the "Company") and _____________ (the "Optionee").
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 13th, 2016 • Activecare, Inc. • Communications equipment, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into this ___ day of _______ 2014, between ActiveCare, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee").
SUBSCRIPTION AGREEMENTSubscription Agreement • August 27th, 2013 • Activecare, Inc. • Communications equipment, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of August 2, 2013, by and between ActiveCare Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto, which may be amended from time to time prior to Closing (the “Subscribers”).
ContractActivecare, Inc. • December 14th, 2017 • Communications equipment, nec • Nevada
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
EXHIBIT (10)(xiv)Activecare, Inc. • August 18th, 2011 • Communications equipment, nec • Utah
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE LAW, OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT
ACTIVECARE, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 7th, 2016 • Activecare, Inc. • Communications equipment, nec • New York
THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made and entered into as of the ____ day of __________, 20__ (the "Effective Date") by and between ActiveCare, Inc., a Delaware corporation (the "Company"), having an address at 1365 West Business Park Drive, Orem, UT 84058 and __________________ ("Grantee"), having an address at _________________________________________.
CONSULTING AGREEMENTConsulting Agreement • July 12th, 2016 • Activecare, Inc. • Communications equipment, nec • Utah
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • February 25th, 2016 • Activecare, Inc. • Communications equipment, nec • New York
This Securities Exchange Agreement (this "Agreement") is dated as of February 19, 2016, between ActiveCare, Inc., a Delaware corporation (the "Company"), and each holder identified on the signature pages hereto (each, including its successors and assigns, a "Holder" and collectively, the "Holders").
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2014 • Activecare, Inc. • Communications equipment, nec • Utah
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of November 2012, by and between GWire Corporation, a Utah corporation (the “Company”), and Andrew Ball (“Employee”).
EXHIBIT (10)(x) OFFICE LEASEOffice Lease • February 10th, 2011 • Activecare, Inc. • Communications equipment, nec • Washington
This Lease (this “Lease”) is made and entered into by and between REEF PARKWAY, LLC, a Washington limited liability company (“Landlord”) and ACTIVECARE, INC., a Delaware corporation (“Tenant”).
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries B Convertible Preferred Stock Purchase Agreement • March 29th, 2010 • Activecare, Inc. • Communications equipment, nec • New York
Reference is made to that certain Series B Convertible Preferred Stock Purchase Agreement (the “Purchase Agreement”), dated as of March 23, 2010, by and among ActiveCare, Inc., a Delaware corporation (the “Company”), and the purchasers named therein (collectively, the “Purchasers”) pursuant to which the Company is issuing to the Purchasers shares of its Series B Convertible Preferred Stock, par value $0.00001 per share, (the “Preferred Shares”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon conversion of the Preferred Shares (the “Conversion Shares”) and exercise of the Warrants (the “Warrant Shares”) to or upon the order of a Purchaser from time to time upon (i) surrender to you of a properly completed and duly executed
Form of Lock-Up Letter AgreementLetter Agreement • February 21st, 2017 • Activecare, Inc. • Communications equipment, nec
ContractConvertible Preferred Stock Purchase Agreement • March 29th, 2010 • Activecare, Inc. • Communications equipment, nec • New York
THIS CLASS C WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
LOAN AGREEMENTLoan Agreement • March 30th, 2017 • Activecare, Inc. • Communications equipment, nec • Utah
THIS LOAN AGREEEMENT (the "Agreement") is made and entered into as of the 21 day of March 2017, by and between ActiveCare, Inc., a Delaware corporation having an address at 1365 West Business Park Drive, Suite 100, Orem, Utah 84058 (the "Borrower"), and Jeff Greene, having an address at 135 Stanley Farm Road, Kernersville, North Carolina 28645 (the "Lender").
December 21, 2016Activecare, Inc. • January 13th, 2017 • Communications equipment, nec
LOCK-UP AGREEMENTLock-Up Agreement • February 3rd, 2017 • Activecare, Inc. • Communications equipment, nec • Utah
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ___________, 2017, by and between ActiveCare, Inc. (the “Company”) and the undersigned Series G Convertible Preferred Stock holder, (the “Holder”). For all purposes of this Agreement, “Holder” includes any affiliate or controlling person of Shareholder, and any other agent, representative or other person with whom Holder is acting in concert.
EXHIBIT (10)(xii) HARRISON PROPERTIES MULTI-TENANT INDUSTRIAL GROSS LEASEActivecare, Inc. • February 10th, 2011 • Communications equipment, nec
Re: Agreement to Convert – Promissory NoteActivecare, Inc. • January 13th, 2017 • Communications equipment, nec • Utah
You are being sent this letter as you are currently the holder of a promissory note dated March 24, 2016 (the "Note") issued by ActiveCare, Inc. (the "Company") pursuant to which you are owed remaining principal of $250,000.00 ("Principal Amount"), along with accrued interest of $15,616.44 through September 30, 2016 (the "Interest Amount"). The Principal Amount and Interest Amount, collectively, the "Note Obligation").
ACTIVECARE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON-EMPLOYEENon-Qualified Stock Option Agreement • November 7th, 2016 • Activecare, Inc. • Communications equipment, nec • New York
THIS STOCK OPTION AGREEMENT (the "Agreement") entered into as of the _____ day of ____________ 20__ by and between ActiveCare, Inc. (the "Company") and _______________________ (the "Optionee").
AgreementAgreement • October 18th, 2011 • Activecare, Inc. • Communications equipment, nec • New York
This Agreement (“Agreement”) is entered into effective October 10, 2011 by and between Sapinda UK Ltd. (“Sapinda”) and ActiveCare, Inc., a Utah corporation (the “Company”).
SECURITY AGREEMENTSecurity Agreement • January 14th, 2014 • Activecare, Inc. • Communications equipment, nec • Utah
This SECURITY AGREEMENT (this “Agreement”) is dated as of November ___, 2012, and is entered into by and between GWire Corporation, a Utah corporation (the “Company”); Rapid Medical Response, LLC, a Utah limited liability company (“Rapid”); Orbit Medical Response, LLC, a Utah limited liability company (“Response”); and Green Wire, LLC, a Utah limited liability company (“Green Wire”). Rapid, Response and Green Wire are referred to individually herein as a “Secured Party” and collectively as the “Secured Parties.” Green Wire shall act as the collateral agent (the “Collateral Agent”) for the Secured Parties.
Joint Venture AgreementJoint Venture Agreement • April 20th, 2017 • Activecare, Inc. • Communications equipment, nec • Utah
THIS JOINT VENTURE AGREEMENT ("Agreement") is entered into effective this 31S` day of March, 2017 by and between ActiveCare, Inc, a Delaware corporation and Colorado Choice Health Plans, a Colorado non-profit corporation ("CCHP").
EXHIBIT (10)(xi) LEASE ADDENDUM PARKWAY CENTERActivecare, Inc. • February 10th, 2011 • Communications equipment, nec
This is an Addendum to the Lease as of November 12th, 2010, between REEF PARKWAY, LLC a Washington limited liability company, as Landlord, and ACTIVECARE, INC. as Tenant for premises located at 4897 Lake Park Blvd, Salt Lake City, Utah.
Addendum #1 to the Settlement Agreement Between ActiveCare, Inc. and Advance Technology Investors Dated May 20, 2015Settlement Agreement • February 25th, 2016 • Activecare, Inc. • Communications equipment, nec
On this day of February 16, 2016, this Addendum#1 associated with the Promissory Note dated May 20, 2015 by and between ActiveCare, Inc. (Borrower) and Advance Technology Investors (Lender) is agreed to be altered in the following to points:
WARRANTWarrant • February 25th, 2016 • Activecare, Inc. • Communications equipment, nec • California
THIS WARRANT ("WARRANT") TO PURCHASE SHARES IN THE CAPITAL OF ACTIVECARE, INC., A DELAWARE CORPORATION (THE "COMPANY") IS ISSUED ON THE ISSUE DATE PURSUANT TO THE TERMS OF THAT CERTAIN LOAN AND SECURITY AGREEMENT BETWEEN THE COMPANY AND PARTNERS FOR GROWTH IV, L.P. (THE "LOAN AGREEMENT"). THIS WARRANT IS SOLD IN A PRIVATE TRANSACTION, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS IS AVAILABLE.
MODIFICATION NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 23rd, 2017 • Activecare, Inc. • Communications equipment, nec
This Modification No. 1 to Loan and Security Agreement (this "Modification") is entered into as of March 17, 2017 (such date, the "Modification Date") by and between Partners for Growth IV, L.P., a Delaware limited partnership with its principal place of business at 1660 Tiburon Blvd., Suite D, Tiburon California 94920 ("PFG") and ActiveCare, Inc., a Delaware corporation with its principal place of business at 1365 West Business Park Drive, Suite 100, Orem, UT 84058 ("Borrower").
