0001096906-17-000116 Sample Contracts

Form of Lock-Up Letter Agreement
Letter Agreement • February 21st, 2017 • Activecare, Inc. • Communications equipment, nec
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Form of Amendment to Letter Agreement Regarding Conversion and Lock Up Letter for Others
Letter Agreement • February 21st, 2017 • Activecare, Inc. • Communications equipment, nec

Reference is made to that certain letter agreement pursuant to which you agreed to convert your _________into restricted shares of Common Stock (the "Conversion Letter Agreement") and certain lock-up letter agreement prohibiting the sale or other transfer of all securities that you own in the Company as set forth therein (the "Lock Up Letter" and collectively with the Conversion Letter Agreement, the "Agreements"). Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in such Agreements.

AMENDMENT OF FORBEARANCE EXTENSION UNDER LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 21st, 2017 • Activecare, Inc. • Communications equipment, nec • California

This Amendment of Forbearance Extension under Loan and Security Agreement (this "Forbearance Amendment") is entered into as of February 15, 2017 (such date, the "Forbearance Amendment Effective Date") by and between Partners for Growth IV, L.P., a Delaware limited partnership with its principal place of business at 1660 Tiburon Blvd., Suite D, Tiburon California 94920 ("PFG") and ActiveCare, Inc., a Delaware corporation with its principal place of business at 1365 West Business Park Drive, Suite 100, Orem, UT 84058 ("Borrower").

Form of Amendment to Letter Agreement Regarding Conversion and Lock Up Letter for Series F
Letter Agreement • February 21st, 2017 • Activecare, Inc. • Communications equipment, nec

Reference is made to that certain letter agreement pursuant to which you agreed to (i) convert your Total Debenture Obligation into restricted shares of Common Stock and Warrants to purchase Common Stock and (ii) terminate your Series F Warrants in exchange for New Series F Warrants (the "Conversion Letter Agreement") and certain lock-up letter agreement prohibiting the sale or other transfer of all securities that you own in the Company as set forth therein (the "Lock Up Letter" and collectively with the Conversion Letter Agreement, the "Agreements"). Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in such Agreements.

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