0001628280-25-032440 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 20th, 2025 • Ontrak, Inc. • Services-misc health & allied services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [_____], 2025, 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”).

COMMON STOCK PURCHASE WARRANT ONTRAK, INC.
Common Stock Purchase Warrant • June 20th, 2025 • Ontrak, Inc. • 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).

PRE-FUNDED COMMON STOCK PURCHASE WARRANT ONTRAK, INC.
Pre-Funded Common Stock Purchase Warrant • June 20th, 2025 • Ontrak, Inc. • 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 hereof (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).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 20th, 2025 • Ontrak, Inc. • Services-misc health & allied services, nec • New York