WAIVER AND AGREEMENTWaiver and Agreement • March 28th, 2024 • Ontrak, Inc. • Services-misc health & allied services, nec • New York
THIS WAIVER AND AGREEMENT (this “Waiver”) is entered into effective as of March 28, 2024, by Humanitario Capital LLC, a Puerto Rico limited liability company (the “Purchaser”), in favor of Ontrak, Inc., a Delaware corporation (“Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Private Placement Warrant (as such term is defined below).
SIXTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • March 28th, 2024 • Ontrak, Inc. • Services-misc health & allied services, nec
This SIXTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of March 28, 2024 (the “Sixth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“Purchaser”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”). Capitalized terms used in this Amendment (including the Recitals), to the extent not otherwise defined herein, shall have the same meaning as in the Note Purchase Agreement (as defined below).
COMMON STOCK PURCHASE WARRANT ONTRAK, INC.Warrant Agreement • March 28th, 2024 • Ontrak, Inc. • Services-misc health & allied services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [__] or its 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 Sixth Amendment Stockholder Approval Effectiveness Date (as such term is defined in the Sixth Amendment) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ontrak, Inc., a Delaware corporation (the “Company”), up to [__] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WAIVER AND CONSENT AGREEMENTWaiver and Consent Agreement • March 28th, 2024 • Ontrak, Inc. • Services-misc health & allied services, nec • New York
THIS WAIVER AND CONSENT AGREEMENT (this “Waiver”) is dated as of March 28, 2024, by the party set forth on the signature page hereto (the “Purchaser”) in favor of Ontrak, Inc., a Delaware corporation (“Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Public Offering Warrants (as defined below).
FORM OF SENIOR SECURED CONVERTIBLE DEMAND NOTESenior Secured Note • March 28th, 2024 • Ontrak, Inc. • Services-misc health & allied services, nec
This Senior Secured Convertible Demand Note (this “Note”) is one of the Demand Notes referred to in the Master Note Purchase Agreement, dated as of April 15, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), by and among Company, certain Subsidiaries of Company party thereto from time to time, as Guarantors, and Acuitas Capital LLC. Capitalized terms used in this Note are defined in the Note Purchase Agreement (including Appendix A thereto), and section references are to sections of Appendix A to the Note Purchase Agreement unless otherwise expressly stated herein. This Note is subject to all of the agreements, terms and conditions contained in the Note Purchase Agreement, all of which are incorporated herein by this reference. This Note may be prepaid, in whole or in part, in accordance with the terms and conditions set forth in the Note Purchase Agreement.
