SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 19th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 12, 2023, by and between CLEARDAY, INC., a Delaware corporation, with headquarters located at 8800 Village Drive, Suite 106, San Antonio, TX 78217 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2023, by and between CLEARDAY, INC., a Delaware corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT CLEARDAY, INC.Security Agreement • January 19th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $756,000.00 to the Holder (as defined below) of even date) (the “Note”), Mast Hill Fund, L.P., a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from CLEARDAY, INC., a Delaware corporation (the “Company”), 851,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated January 12, 2023, by and among the Company and the Holder (the
GUARANTYGuaranty • January 19th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities • Delaware
THIS GUARANTY (“Guaranty”), dated as of January 12, 2023, is made by SRP Artesia, LLC, a Delaware limited liability company (the “Guarantor”), in favor of Mast Hill Fund, L.P., a Delaware limited partnership (the “Lender”) (together with the Guarantor, the “Parties”).
COMMON STOCK PURCHASE WARRANT CLEARDAY, INC.Securities Agreement • January 19th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $756,000.00 to the Holder (as defined below) of even date) (the “Note”), Mast Hill Fund, L.P., a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from CLEARDAY, INC., a Delaware corporation (the “Company”), 1,134,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated January 12, 2023, by and among the Company and the Holder (th
