EXHIBIT 4.5
Agreement dated as of June 17, 1997 between MedJet Inc., a Delaware
corporation (the "Company") and Xxxxxx X. Xxxxxxxxx (the "Warrant Holder").
W I T N E S S E T H
WHEREAS. the Company has issued a Warrant dated as of May 20, 1996 to the
Warrant Holder to purchase 89,439 shares of the Company's Common Stock (the
"Warrant"), as amended by the Agreement dated as of February 28, 1997, and the
Company and the Warrant Holder desire to further amend the terms of the Warrant
to provide for the acceleration of the vesting thereunder upon the occurrence of
certain events.
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
1. The first sentence of Section 2(a) of the Warrant is hereby amended to
read in its entirety as follows:
"Subject to Paragraphs 1 and 11 hereof, the purchase right represented by
this Warrant may be exercised by the Holder, in whole or in part and from
time to time on or after the date hereof, (i) only as to that fraction of
the Shares subject to this Warrant determined by dividing the number of
full one year periods elapsed since the date hereof by four (4), plus, in
the event of the death of Xxxxxx X. Xxxxxxxxx, an additional amount equal
to fifty percent (50%) of the number of Shares subject to this Warrant
which are not as of the date of such death, then exercisable; it being
understood that after four (4) years from the date hereof, this Warrant
shall be exercisable in full; and (ii) by the surrender of this Warrant
(with the notice of exercise form attached hereto as Exhibit A duly
executed) at the principal office of the Company and by the payment to the
Company, by check, of an amount equal to the Warrant Price per share;
provided, however, in the event of any of the following transactions (an
"Acceleration Event"):
(i) any consolidation or merger of the Company with or into any other
corporation or corporations except where the stockholders of the Company
immediately prior to such event own more than fifty percent (50%) of the
stock of the resulting corporation immediately after such event; or
(ii) the sale, transfer or other disposition of all or substantially
all of the assets of the Company, then this Warrant shall be exercisable in
full immediately prior to the consummation of such Acceleration Event."
2. Section 11 is hereby amended to read in its entirety as follows:
"Termination of Services. If the Holder ceases to provide consulting
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services under that certain Consulting Agreement with the Company dated the
date hereof, as may be amended from time to time (the "Consulting
Agreement") for any reason or no reason, he may, but only within thirty
(30) days after the date he ceases to provide consulting services under the
Consulting Agreement exercise this Warrant to the extent he was entitled to
exercise it at the date of such termination. To the extent he was not
entitled to exercise this Warrant at such date, or if he does not exercise
it within the time specified herein, this Warrant shall terminate.
Notwithstanding the foregoing, in the event the Company terminates the
Consulting Agreement without cause prior to the fifth calendar anniversary
hereof, Holder thereafter shall be entitled to exercise the Warrant as to
all of the Shares at any time through the fifth calendar anniversary
hereof."
3. Except as amended hereby, the Warrant shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MEDJET INC.
By: /s/ Xxxxxx X. Xxxxxx
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/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, M.D.
