SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities • New Jersey
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 17, 2023, by and between CLEARDAY, INC., a Delaware corporation, with its address at 8800 Village Drive, Suite 106, San Antonio, Texas 78217 (the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, with its address at 720 Monroe Street, Suite C401B, Hoboken, New Jersey 07030 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT CLEARDAY, INC.Security Agreement • February 24th, 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 $172,217.00 to the Holder (as defined below) of even date) (the “Note”), Jefferson Street Capital LLC, a New Jersey limited liability company (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”), 225,000 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 February 17, 2023, by and among the Company and
FORMConvertible Promissory Note • February 24th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.
