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EXHIBIT
10.17
FORM
OF WARRANT AGREEMENT
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THE
WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS
EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933
(THE "SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS")
AND SHALL NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER HAS BEEN
REGISTERED UNDER THE SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
| ____ STOCK PURCHASE WARRANT | |
| Warrant No. ____ | Number of Shares: __________ |
|
PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC.
COMMON
STOCK, $0.001 par value PER SHARE
|
|
| VOID AFTER ________ EASTERN STANDARD TIME | |
| ON __________________ | |
This
Warrant is issued to ___________________________ ('Purchaser") by PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC., a Nevada corporation (hereinafter with its
successors called the "Company").
For value
received and subject to the terms and conditions hereinafter set out, Purchaser
is entitled to purchase from the Company:
____________
shares of Common Shares at a purchase price of ______ per share,
all being
fully paid and nonassessable shares of common stock, $0.001 par value per share
(“Common Shares") of the Company. Such purchase price per
Common Share, as provided herein, is referred to as the "Purchase
Price."
The
Purchaser may exercise this Warrant, in whole or in part, upon surrender of this
Warrant, with the exercise form annexed hereto duly executed, at the office of
the Company, or such other office as the Company shall notify the Purchaser in
writing, together with a certified or bank cashier's check payable to the order
of the Company in the amount of the Purchase Price times the number of Common
Shares being purchased.
1. The
person or persons in whose name or names any certificate representing Common
Shares is issued hereunder shall be deemed to have become the holder of record
of the Common Shares represented thereby as of the close of business on the date
on which this Warrant is exercised with respect to such shares, whether or not
the transfer books of the Company shall be closed. Until such time as this
Warrant is exercised or terminates, the Purchase Price payable and the number
and character of securities issuable upon exercise of this Warrant are subject
to adjustment as hereinafter provided.
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2. Unless
previously exercised, this Warrant shall expire at _______ Eastern Standard
Time, on ________________ and shall be void thereafter or can be extended at the
Company's discretion (“Expiration Date").
3. The
Company covenants that it will at all times reserve and keep available a number
of its authorized Common Shares, free from all preemptive rights, which will be
sufficient to permit the exercise of this Warrant. The Company further covenants
that such shares as may be issued pursuant to the exercise of this Warrant will,
upon issuance, be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens, and charges.
4. If
the Company subdivides its outstanding Common Shares, by split-up or otherwise,
or combines its outstanding Common Shares, the Purchase Price then applicable to
shares covered by this Warrant shall forthwith be proportionately decreased in
the case of a subdivision, or proportionately increased in the case of a
combination.
5. If
(a) the Company reorganizes its capital, reclassifies its capital stock,
consolidates or merges with or into another corporation (but only if the Company
is not the surviving corporation and no longer has more than a single
shareholder) or sells, transfers or otherwise disposes of all or substantially
all its property, assets, or business to another corporation, and (b) pursuant
to the terms of such reorganization, reclassification, merger, consolidation, or
disposition of assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock, or other securities or property of
any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or acquiring
corporation ("Other Property"), are to be received by or distributed to the
holders of Common Shares, then (c) Purchaser shall have the right thereafter to
receive, upon exercise of this Warrant, the same number of shares of common
stock of the successor or acquiring corporation and Other Property receivable
upon such reorganization, reclassification, merger, consolidation, or
disposition of assets as a holder of the number of Common Shares for which this
Warrant is exercisable immediately prior to such event. At the time of such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation shall expressly assume the due
and punctual observance and performance of each and every covenant and condition
of this Warrant to be performed and observed by the Company and all the
obligations and liabilities hereunder, subject to such modifications as may be
deemed appropriate (as determined by resolution of the Board of Directors of the
Company) in order to adjust the number of shares of the common stock of the
successor or acquiring corporation for which this Warrant is exercisable. For
purposes of this section, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock, or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this section shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations, or disposition of
assets.
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6. If
a voluntary or involuntary dissolution, liquidation or winding up of the Company
(other than in connection with a merger or consolidation of the Company) is at
any time proposed during the term of this Warrant, the Company shall give
written notice to the Purchaser at least thirty days prior to the record date of
the proposed transaction. The notice shall contain: (1) the date on which the
transaction is to take place; (2) the record date (which must be at least thirty
days after the giving of the notice) as of which holders of the Common Shares
entitled to receive distributions as a result of the transaction shall be
determined; (3) a brief description of the transaction; (4) a brief description
of the distributions, if any, to be made to holders of the Common Shares as a
result of the transaction; and (5) an estimate of the fair market value of the
distributions. On the date of the transaction, if it actually occurs, this
Warrant and all rights existing under this Warrant shall terminate.
7. In
no event shall any fractional Common Share of the Company be issued upon any
exercise of this Warrant. If, upon exercise of this Warrant as an entirety, the
Purchaser would, except as provided in this Section 7, be entitled to receive a
fractional Common Share, then the Company shall issue the next higher number of
full Common Shares, issuing a full share with respect to such fractional share.
If this Warrant is exercised at one time for less than the maximum number of
Common Shares purchasable upon the exercise hereof, the Company shall issue to
the Purchaser a new warrant of like tenor and date representing the number of
Common Shares equal to the difference between the number of shares purchasable
upon full exercise of this Warrant and the number of shares that were purchased
upon the exercise of this Warrant.
8. Whenever
the Purchase Price is adjusted, as herein provided, the Company shall promptly
deliver to the Purchaser a certificate setting forth the Purchase Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment.
9. If
at any time prior to the expiration or exercise of this Warrant, the Company
shall pay any dividend or make any distribution upon its Common Shares or shall
make any subdivision or combination of, or other change in its Common Shares,
the Company shall cause notice thereof to be mailed, first class, postage
prepaid, to Purchaser at least thirty full business days prior to the record
date set for determining the holders of Common Shares who shall participate in
such dividend, distribution, subdivision, combination or other change. Such
notice shall also specify the record date as of which holders of Common Shares
who shall participate in such dividend or distribution is to be determined.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of any dividend or distribution.
10. The
Company will maintain a register containing the names and addresses of the
Purchaser and any assignees of this Warrant. Purchaser may change its address as
shown on the warrant register by written notice to the Company requesting such
change. Any notice or written communication required or permitted to be given to
the Purchaser may be delivered by confirmed facsimile or telecopy or by a
recognized overnight courier, addressed to Purchaser at the address shown on the
warrant register.
11. This
Warrant has not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws ("State Acts") or
regulations in reliance upon exemptions under the Securities Act, and exemptions
under the State Acts. Subject to compliance with the Securities Act and State
Acts, this Warrant and all rights hereunder are transferable in whole or in
part, at the office of the Company at which this Warrant is exercisable, upon
surrender of this Warrant together with the assignment hereof properly endorsed.
The Common Stock into which the Warrants are exercisable will have piggyback
registration rights, and the Warrants will be transferable. If by September 30,
2006, the Company does not register the shares of Common Stock into which the
Warrants are exercisable, or the shares of Common Stock into which the Warrants
are exercisable are not otherwise freely tradable, then, at Purchaser's option,
the Warrant exercise may be cashless.
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12. In
case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company
may issue a new warrant of like tenor and denomination and deliver the same (a)
in exchange and substitution for and upon surrender and cancellation of any
mutilated Warrant, or (b) in lieu of any Warrant lost, stolen, or destroyed,
upon receipt of evidence satisfactory to the Company of the loss, theft or
destruction of such Warrant (including a reasonably detailed affidavit with
respect to the circumstances of any loss, theft, or destruction) and of
indemnity with sufficient surety satisfactory to the Company.
13. Unless
a current registration statement under the Securities Act, shall be in effect
with respect to the securities to be issued upon exercise of this Warrant, the
Purchaser, by accepting this Warrant, covenants and agrees that, at the time of
exercise hereof, and at the time of any proposed transfer of securities acquired
upon exercise hereof, the Company may require Purchaser to make such
representations, and may place such legends on certificates representing the
Common Shares issuable upon exercise of this Warrant, as may be reasonably
required in the opinion of counsel to the Company to permit such Common Shares
to be issued without such registration.
14. This
Warrant does not entitle Purchaser to any of the rights of a stockholder of the
Company.
15. Nothing
expressed in this Agreement and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the parties to this Agreement any
covenant, condition, stipulation, promise, or agreement contained herein, and
all covenants, conditions, stipulations, promises and agreements contained
herein shall be for the sole and exclusive benefit of the parties hereto and
their respective successors and assigns.
16. The
provisions and terms of this Warrant shall be construed in accordance with the
laws of the State of Nevada.
IN
WITNESS WHEREOF, this Warrant has been duly executed by the Company as
of
PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC.
|
By:
|
/s/ Robert Trinka | |
| Robert Trinka, CEO |
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FORM OF
EXERCISE
| Date:_____________________ |
To:
PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC.
The
undersigned hereby subscribes for
shares of common stock of PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC.
covered by this Warrant and hereby delivers $ in full payment of the purchase
price thereof. The certificate(s) for such shares should be issued in the name
of the undersigned or as otherwise indicated below:
| Signature: | ||
| Printed Name | ||
| Name for Registration, if different | ||
| Street Address | ||
| City, State and Zip Code | ||
| Social Security Number |
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ASSIGNMENT
For Value
Received, the undersigned hereby sells, assigns and transfers unto the
assignee(s) set forth below the within Warrant certificate, together with all
right, title and interest therein, and hereby irrevocably constitutes and
appoints attorney, to transfer the said Warrant on the books of the within-named
Company with respect to the number of Common Shares set forth below, with full
power of
| substitution in the premises. | ||||
| Social Security or other Identifying | ||||
| Name(s) of | Number(s) of | |||
| Assignee(s) | Assignee(s). | Address | No. of Shares | |
| Dated: | ||
| Signature | ||
| NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER. | ||
| Print Name and Title | ||
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