COMMON STOCK PURCHASE WARRANT CLEARDAY, INC.Common Stock Purchase Warrant • April 5th, 2024 • Clearday, Inc. • Services-nursing & personal care facilities
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 $1,558,000.00 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”), 405,298 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 , 2024, by and among the Company and the Holder (the “Purchas
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2024 • Clearday, Inc. • Services-nursing & personal care facilities • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of , 2024, 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”).
SECOND AMENDMENTClearday, Inc. • April 5th, 2024 • Services-nursing & personal care facilities
THIS SECOND AMENDMENT to the Guaranty (as defined below) (the “Amendment”) is entered into as of March 15, 2024 (the “Effective Date”), by and between SRP Artesia, LLC, a Delaware limited liability company (the “Guarantor”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Lender”, and collectively with Guarantor, the “Parties”).
FIRST AMENDMENTClearday, Inc. • April 5th, 2024 • Services-nursing & personal care facilities
THIS FIRST AMENDMENT to the Guaranty (as defined below) (the “Amendment”) is entered into as of , 2024 (the “Effective Date”), by and between AIU 8800 VILLAGE DRIVE, LLC, a Delaware limited liability company (the “Guarantor”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Lender”, and collectively with Guarantor, the “Parties”).
