FORM OF COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 2nd, 2013 • Healthways, Inc • Services-misc health & allied services, nec • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, CareFirst Holdings, LLC, its successors and permitted assigns (together, "Holder") is entitled, at any time on or after the Issue Date specified above and prior to 5:00 p.m., New York City time, on the fifth anniversary of the Issue Date (the "Expiration Date"), to purchase from Healthways, Inc., a Delaware corporation ("Company"), up to the number of fully paid and non-assessable shares (the "Shares") of Common Stock, par value $0.001 per share, of Company (the "Common Stock") specified above (the "Warrant Shares") at an initial exercise price of $[_______] per Share (the "Warrant Exercise Price") or to convert this Warrant into Shares, in each case subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant has been issued pursuant to an Investment Agreement, dated as of October 1, 2013, between Company and Holder (as it may be amended from time to time in ac
ContractNote Agreement • October 2nd, 2013 • Healthways, Inc • Services-misc health & allied services, nec • Delaware
THIS NOTE AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS PROVIDED HEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS PERMITTED UNDER RULE 144 OF THE ACT OR IS OTHERWISE EXEMPT FROM SUCH REGISTRATION.
INVESTMENT AGREEMENTInvestment Agreement • October 2nd, 2013 • Healthways, Inc • Services-misc health & allied services, nec • Delaware
THIS INVESTMENT AGREEMENT (this "Agreement"), dated as of October 1, 2013 (the "Effective Date"), is entered into by and between Healthways, Inc., a Delaware corporation ("Company"), and CareFirst Holdings, LLC, a Maryland limited liability company ("Purchaser").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2013 • Healthways, Inc • Services-misc health & allied services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 1, 2013, is entered into by and between Healthways, Inc., a Delaware corporation (the "Company"), and CareFirst Holdings, LLC, a Maryland limited liability company ("CF").
