ContractWarrant Agreement • September 11th, 2009 • Activecare, Inc. • 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.
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Convertible Preferred Stock Purchase Agreement • September 11th, 2009 • Activecare, Inc. • In vitro & in vivo diagnostic substances • New York
Reference is made to that certain Series A Convertible Preferred Stock Purchase Agreement (the “Purchase Agreement”), dated as of September __, 2009, 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 A 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 execu
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 11th, 2009 • Activecare, Inc. • In vitro & in vivo diagnostic substances • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 4, 2009 is made by and among ActiveCare, Inc., a Delaware corporation (“ActiveCare”), ActiveCare Nevada, Inc., a Nevada corporation wholly-owned by ActiveCare (“Merger Sub”), HG Partners, Inc., a Nevada corporation (“HG”), Harborview Master Fund, L.P., a British Virgin Islands limited partnership (“Harborview”) and Gemini Master Fund, Ltd., a Cayman Islands corporation (“Gemini” and together with Harborview, the “HG Shareholders”). ActiveCare, Merger Sub, and HG are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
