SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2022 • Acuitas Group Holdings, LLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 15, 2022, between BioVie Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECOND AMENDMENT TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • November 22nd, 2022 • Acuitas Group Holdings, LLC • Services-misc health & allied services, nec • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ontrak, inc.Acuitas Group Holdings, LLC • 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, Humanitario Capital 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 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 18,333,333 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).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2022 • Acuitas Group Holdings, LLC • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2022 by and between BioVie Inc., a Nevada corporation (the “Company”), and Acuitas Group Holdings, LLC, a California limited liability company (“Acuitas”). The Company and Acuitas are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”
Purchase Warrant for Common SharesAcuitas Group Holdings, LLC • January 4th, 2023 • Services-misc health & allied services, nec • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS. THE RIGHT TO PURCHASE WARRANT SHARES AS SET FORTH HEREIN IS SUBJECT TO LIMITATIONS SET FORTH IN THE NOTE PURCHASE AGREEMENT (AS DEFINED BELOW).
COMMON STOCK PURCHASE WARRANT ontrak, inc.Acuitas Group Holdings, LLC • November 15th, 2023 • Services-misc health & allied services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Humanitario Capital 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 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 36,666,666 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).
Rule 10b5-1 Sales PlanAcuitas Group Holdings, LLC • August 16th, 2021 • Services-misc health & allied services, nec
This Rule 10b5-1 Sales Plan is entered into on August 13, 2021 (this “Sales Plan”) between Acuitas Group Holdings, LLC (“Seller”) and Jefferies LLC (“Broker”), acting as agent for Seller.
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 2nd, 2021 • Acuitas Group Holdings, LLC • Services-computer processing & data preparation • Delaware
This Amended and Restated Purchase and Sale Agreement (this “Agreement”), dated as of February 22, 2021 (the “Effective Date”), is entered into among Acuitas Group Holdings, LLC, a California limited liability company (“Acuitas”), Crede Capital Group, LLC, a Delaware limited liability company (“Crede”), Crede Capital LLC, a Delaware limited liability company (“NewCo”), X, LLC a Delaware limited liability company (“XLLC”), and, solely for purposes of Section 5.01, Ramy El-Batrawi, an individual (“RE”). For the purposes of this Agreement, Crede, NewCo, XLLC and RE are sometimes collectively referred to as the “Parties” and each separately referred to as a “Party”.
November 9, 2023Acuitas Group Holdings, LLC • November 15th, 2023 • Services-misc health & allied services, nec
This letter relates to that certain Master Note Purchase Agreement dated as of April 15, 2022, among Ontrak, Inc., a Delaware corporation, as issuer, certain of its Subsidiaries, as Guarantors, Acuitas Capital LLC, a Delaware limited liability company, and U.S. Bank Trust Company, National Association, as collateral agent for the Secured Parties, as amended by that certain First Amendment thereto, dated as of August 12, 2022, that certain Second Amendment thereto, dated as of November 19, 2022, that certain Third Amendment thereto, dated as of December 30, 2022, that certain Fourth Amendment to Master Note Purchase Agreement, dated as of June 23, 2023, and that certain Fifth Amendment to Master Note Purchase Agreement, dated as of October 31, 2023 (as amended to date, the “Keep Well Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Keep Well Agreement.
WAIVER AND AGREEMENTWaiver and Agreement • April 1st, 2024 • Acuitas Group Holdings, LLC • Services-misc health & allied services, nec • New York
THIS WAIVER AND AGREEMENT (this “Waiver”) is entered into effective as of March 28, 2024, by Humanitario Capital LLC, a Puerto Rico limited liability company (the “Purchaser”), in favor of Ontrak, Inc., a Delaware corporation (“Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Private Placement Warrant (as such term is defined below).
FOURTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • June 27th, 2023 • Acuitas Group Holdings, LLC • Services-misc health & allied services, nec
This FOURTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of June 23, 2023 (the “Fourth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“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 Note Purchase Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • December 22nd, 2023 • Acuitas Group Holdings, LLC • Services-misc health & allied services, nec
In accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to jointly prepare and file a Schedule 13D/A (including any future amendments thereto) reporting each of the undersigned’s ownership of securities of Ontrak, Inc. and further agree to the filing of this Joint Filing Agreement as an Exhibit thereto. In addition, each party to this Joint Filing Agreement expressly authorizes each other party to file on its behalf any and all amendment to such Schedule 13D/A. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
SUPPORT AgreementSupport Agreement • November 2nd, 2023 • Acuitas Group Holdings, LLC • Services-misc health & allied services, nec • New York
This Support Agreement (this “Agreement”), dated as of October 31, 2023, by and among Ontrak, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature page hereto under the heading “Stockholders” (“Stockholders”).
FIFTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • November 2nd, 2023 • Acuitas Group Holdings, LLC • Services-misc health & allied services, nec • New York
This FIFTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of October 31, 2023 (the “Fifth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“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 Note Purchase Agreement (as defined below).
SIXTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • April 1st, 2024 • Acuitas Group Holdings, LLC • Services-misc health & allied services, nec • New York
This SIXTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of March 28, 2024 (the “Sixth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“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 Note Purchase Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • November 18th, 2022 • Acuitas Group Holdings, LLC • Services-prepackaged software
The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock, $0.0001 par value per share, of FingerMotion, Inc., a Delaware corporation, dated as of November 18, 2022, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
THIRD AMENDMENT TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • January 4th, 2023 • Acuitas Group Holdings, LLC • Services-misc health & allied services, nec • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS. THE RIGHT TO PURCHASE WARRANT SHARES AS SET FORTH HEREIN IS SUBJECT TO LIMITATIONS SET FORTH IN THE NOTE PURCHASE AGREEMENT (AS DEFINED BELOW).
