ContractWarrant Agreement • September 5th, 2008 • Careguide Inc • Services-misc health & allied services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON RESALE AND MAY NOT BE RESOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CAREGUIDE, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT JULY 17, 2008Series a Preferred Stock Purchase Agreement • September 5th, 2008 • Careguide Inc • Services-misc health & allied services, nec • Delaware
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 17, 2008, by and among CAREGUIDE, INC, a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).
JOINDER AGREEMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENTJoinder Agreement • September 5th, 2008 • Careguide Inc • Services-misc health & allied services, nec • Delaware
THIS JOINDER AGREEMENT dated as of August 22, 2008 (this “Joinder Agreement”), is made and entered into by and among Psilos/CareGuide Investment, L.P. (“PCI”) and each of the parties to that certain Series A Preferred Stock Purchase Agreement, dated July 17, 2008 (the “Agreement”), pursuant to which each of the Purchasers (as defined therein) have agreed to make an equity investment in CareGuide, Inc. (the “Company”). Capitalized terms used herein without definition shall have the meaning ascribed thereto in the Agreement.
UNCONDITIONAL GUARANTYUnconditional Guaranty • September 5th, 2008 • Careguide Inc • Services-misc health & allied services, nec • California
For and in consideration of the loan by COMERICA BANK (“Bank”) to CCS Consolidated, Inc. (“Borrower”), pursuant to a Loan and Security Agreement dated as of October 9, 2002, as amended from time to time (the “Loan Agreement”), the undersigned (“Guarantor”) hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrower owes to Bank and performance by Borrower of the Loan Agreement, as amended from time to time, and any other agreements between Bank and Borrower (the Loan Agreement and each such other agreement are referred to individually as an “Agreement” and, collectively, as the “Agreements”) in strict accordance with their respective terms.
