Xxxxx Investment Banking Corp. In the event of certain contingencies provided for in the Warrant Agreement, the Purchase Price or the number of shares of Common Stock subject to purchase upon the exercise of each Class B Warrant represented hereby are subject to modification or adjustment. Each Class B Warrant represented hereby is exercisable at the option of the Registered Holder, but no fractional shares of Common Stock will be issued. In the case of the exercise of less than all the Class B Warrants represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such Class B Warrants.
Xxxxx Investment Banking Corp. In the event of certain contingencies provided for in the Warrant Agreement, the Purchase Price or the number of shares of Common Stock subject to purchase upon the exercise of each Warrant represented hereby are subject to modification or adjustment. Each Warrant represented hereby is exercisable at the option of the Registered Holder, but no fractional shares of Common Stock will be issued. In the case of the exercise of less than all the Warrants represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such Warrants.
Xxxxx Investment Banking Corp. By: ____________________________________ Xxxxxx X. Xxxx, Vice Chairman and General Counsel
Xxxxx Investment Banking Corp. For a period of five (5) years from the Effective Date the Company (i) at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to stockholders and (ii) shall not change its accounting firm without the prior written consent of the Chairman or the President of the Representative.
Xxxxx Investment Banking Corp and the issuance of 1,150,000 shares issued upon conversion of an aggregate of $1,150,000 principal amount of notes on the date hereof.
Xxxxx Investment Banking Corp. By: ----------------------------------------- J. Xxxxxx Xxxxx RIVKALEX CORPORATION By: ----------------------------------------- Xxxxxxxx Xxxxxxxxxx President
Xxxxx Investment Banking Corp a fee of 5% of the aggregate exercise price of the Warrants, of which a portion may be reallowed to the dealer who solicited the exercise (which may also be X.X. Xxxxx Investment Banking Corp.) if (i) the market price of the Company's Common Stock is greater than the exercise price of the Warrants on the date of exercise; (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc., (iii) the Warrant is not held in a discretionary account; (iv) the disclosure of compensation arrangements has been made in documents provided to customers, both as part of the original offering and at the time of exercise, and (v) the solicitation of the Warrant was not in violation of Rule 10b-6 promulgated under the Securities Exchange Act of 1934, as amended. The Company agrees not to solicit the exercise of any Warrants other than through X.X. Xxxxx Investment Banking Corp. and will not authorize any other dealer to engage in such solicitation without the prior written consent of X.X.
Xxxxx Investment Banking Corp. By: ----------------------------------- Name: Title: EXHIBIT A [FORM OF FACE OF WARRANT CERTIFICATE] No. AW Warrants VOID AFTER [__], 2002 WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK CAREFLOW | NET, INC. This certifies that FOR VALUE RECEIVED _____ or registered assigns (the "REGISTERED HOLDER") is the owner of the number of Warrants ("WARRANTS") specified above. Each Warrant represented hereby initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Warrant Certificate and the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable share of Common Stock, $.001 value ("COMMON STOCK"), of CareFlow | Net, Inc., a Delaware corporation (the "COMPANY"), at any time from and after the Separation Date through the Expiration Date (as hereinafter defined), upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse hereof duly executed, at the corporate office of American Stock Transfer & Trust Company, as Warrant Agent, or its successor (the "WARRANT AGENT"), accompanied by payment of Six Dollars and Fifty Cents ($6.50) for each Warrant (the "PURCHASE PRICE") in lawful money of the United States of America in cash or by official bank or certified check made payable to the order of the Company.
Xxxxx Investment Banking Corp. By:__________________________ Name: Title:
Xxxxx Investment Banking Corp s/ Xxxxx Xxxxxxxx Date: August 29, 2000 by_____________________________ New York, New York Xxxxx Xxxxxxxx Treasurer
