INDEMNIFICATION AGREEMENTIndemnification Agreement • November 19th, 2021 • Clearday, Inc. • Radio & tv broadcasting & communications equipment • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of ____________, by and between Clearday, Inc., a Delaware corporation (the “Company”), and the undersigned individual (“Indemnitee”).
EXHIBIT A FORM OF SECOND AMENDED AND RESTATED PROMISSORY NOTE SECOND AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • November 19th, 2021 • Clearday, Inc. • Radio & tv broadcasting & communications equipment
Restricted Stock Award AgreementRestricted Stock Award Agreement • November 19th, 2021 • Clearday, Inc. • Radio & tv broadcasting & communications equipment • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of [DATE], [YEAR] by and between Clearday, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Holder”).
CLEARDAY ALTERNATIVE CARE OZ FUND LP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of the First Closing Date as Defined Herein As amended September 9, 2020 CLEARDAY ALTERNATIVE CARE OZ FUND LP Amended And Restated Limited Partnership...Limited Partnership Agreement • November 19th, 2021 • Clearday, Inc. • Radio & tv broadcasting & communications equipment • Delaware
This Amended and Restated Limited Partnership Agreement (as amended or restated from time to time, this “Agreement”) of CLEARDAY ALTERNATIVE CARE OZ FUND LP (the “Partnership”) is made as of the date written above by and among Clearday Impact Management LLC, a Delaware limited liability company (the “General Partner”), as general partner, AIU Alternative Care, Inc., a Delaware corporation that was incorporated under the name AIU Alternative Care, Inc., and the initial limited partner of the Partnership (“Clearday”) and such other person or persons admitted as a limited partner in the Partnership in accordance with the terms and provisions of this Agreement (each a “Limited Partner” and, collectively, the “Limited Partners”).
SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • November 19th, 2021 • Clearday, Inc. • Radio & tv broadcasting & communications equipment • Texas
TIDS SECURITIES PLEDGE AGREEMENT (this “Agreement”) is made as of January 19_ 2021 (the “Effective Date”), by and among James Walesa, an individual that is a domicile in the State of Texas (“Walesa” also referred to as the “Pledgor”) and Allied Integral United, Inc., a Delaware corporation having an address at 8800 Village Drive, Suite 201, San Antonio, Texas 78217 (the “Corporation” and also referred to as the “Pledgee”). (collectively, the “Pledgor”) in favor of the Pledgee.
SERVICES AGREEMENTServices Agreement • November 19th, 2021 • Clearday, Inc. • Radio & tv broadcasting & communications equipment • Texas
This Services Agreement (“Agreement”) is made by and between Thinktiv, Inc. whose principal place of business is located at 1011 San Jacinto Blvd. #202, Austin, Texas 78701 (“Thinktiv”) and Allied Integral United, Inc., having its principal place of business at 2211 NW Military Highway, Suite 201, San Antonio, TX 78213 (“Client”) and entered into as of March 6, 2019 (the “Effective Date”).
AMENDED AND RESTATED BACKSTOP INDEMNITY AGREEMENTBackstop Indemnity Agreement • November 19th, 2021 • Clearday, Inc. • Radio & tv broadcasting & communications equipment • New York
WHEREAS, the Corporation entered into a Backstop Indemnity Agreement dated as of December 31, 2018 with Steve Person and James Walesa which provided, inter alia, for the Corporation to indemnify such individuals for all liabilities and payment obligations that are incurred by such persons under guarantees or indemnification or co-borrower obligations;
SIMPSONVILLE BACKSTOP INDEMNITY AGREEMENTBackstop Indemnity Agreement • November 19th, 2021 • Clearday, Inc. • Radio & tv broadcasting & communications equipment • Texas
This Simpsonville Backstop Agreement (this “Agreement”) is dated as of July 30, 2020 and is made by and among James Walesa, an individual that is a domicile in the State of Texas (“Walesa”) and Allied Integral United, Inc., a Delaware corporation having an address at 8800 Village Drive, Suite 201, San Antonio, Texas 78217(the “Corporation”).
SETTLEMENT AGREEMENTSettlement Agreement • November 19th, 2021 • Clearday, Inc. • Radio & tv broadcasting & communications equipment • Texas
This Settlement Agreement (“Agreement”), effective March 10, 2021 (the “Effective Date”), is made by and between Pender Capital Asset Based Lending Fund I, L.P., a limited partnership (“Pender”) on the one hand and Pritor Longhorn Seaworld, LLC (“Borrower”), James Walesa (“Walesa”), and B.J. Parrish (“Parrish”) on the other hand.
Advisory and Development AgreementAdvisory and Development Agreement • November 19th, 2021 • Clearday, Inc. • Radio & tv broadcasting & communications equipment • New York
AMENDED, RESTATED AND CONSOLIDATED GUARANTY AGREEMENTGuaranty Agreement • November 19th, 2021 • Clearday, Inc. • Radio & tv broadcasting & communications equipment • Indiana
Effective as of July 31, 2019, the undersigned (each a “Guarantor” and collectively, the “Guarantors”), do hereby, jointly, severally and unconditionally guarantee to Invesque Holdings, LP, a Delaware limited partnership (“Invesque”), MHI-MC New Braunfels, LP, a Delaware limited partnership (“New Braunfels”), MHI-MC San Antonio, LP, a Delaware limited partnership (“San Antonio”), and MHI Little Rock, LP, a Delaware limited partnership (“Little Rock”; together with Invesque, New Braunfels and San Antonio, together with their respective successors and assigns, the “Landlord Parties”),(i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon, either before or after maturity thereof, the then outstanding amount of that certain Second Amended and Restated Promissory Note, dated as of the date hereof (the “Note”), from Memory Care America LLC, a Tennessee limited liability company (“MCA”), MCA Mainstreet Tenant LLC, a Tennessee l
