NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS
WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.
STOCK PURCHASE WARRANT
To Purchase ___00 Shares of Common Stock of
MW MEDICAL, INC.
THIS CERTIFIES that, for value received,
___________________________ (the "Holder"), is entitled, upon the
terms and subject to the conditions hereinafter set forth, at any
time on or after July __, 2000 (the "Initial Exercise Date") and
on or prior to the close of business on July __, 2002 (the
"Termination Date") but not thereafter, to subscribe for and
purchase from MW Medical, Inc., a corporation incorporated in
Nevada (the "Company"), up to __________________Thousand,
_____hundred (___,___) shares (the "Warrant Shares") of Common
Stock, $.001 par value, of the Company (the "Common Stock"). The
purchase price of each share of Common Stock (the "Exercise
Price") under this Warrant shall be $1.75.
1
1. Title to Warrant. Prior to the Termination Date and
subject to compliance with applicable laws, this Warrant and all
rights hereunder are transferable, in whole or in part, at the
office or agency of the Company by the holder hereof in person or
by duly authorized attorney, upon surrender of this Warrant
together with the Assignment Form annexed hereto properly
endorsed.
2. Authorization of Shares. The Company covenants that
all shares of Common Stock which may be issued upon the exercise
of rights represented by this Warrant will, upon exercise of the
rights represented by this Warrant, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes,
liens and charges in respect of the issue thereof (other than
taxes in respect of any transfer occurring contemporaneously with
such issue).
3. Exercise of Warrant. Except as provided in Section
4 herein, exercise of the purchase rights represented by this
Warrant may be made at any time or times on or after the Initial
Exercise Date, and before the close of business on the
Termination Date by the surrender of this Warrant and the Notice
of Exercise Form annexed hereto duly executed, at the office of
the Company (or such other office or agency of the Company as it
may designate by notice in writing to the registered holder
hereof at the address of such holder appearing on the books of
the Company) and upon payment of the Exercise Price of the shares
thereby purchased by wire transfer or cashier's check drawn on a
United States bank, the holder of this Warrant shall be entitled
to receive a certificate for the number of shares of Common Stock
so purchased. Certificates for shares purchased hereunder shall
be delivered to the holder hereof within twenty (20) Trading Days
after the date on which this Warrant shall have been exercised as
aforesaid. This Warrant shall be deemed to have been exercised
and such certificate or certificates shall be deemed to have been
issued, and Holder or any other person so designated to be named
therein shall be deemed to have become a holder of record of such
shares for all purposes, as of the date the Warrant has been
exercised by payment to the Company of the Exercise Price and all
taxes required to be paid by Holder, if any, pursuant to Section
5 prior to the issuance of such shares, have been paid. If this
Warrant shall have been exercised in part, the Company shall, at
the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant
evidencing the rights of Holder to purchase the unpurchased
shares of Common Stock called for by this Warrant, which new
Warrant shall in all other respects be identical with this
Warrant.
4. No Fractional Shares or Scrip. No fractional shares
or scrip representing fractional shares shall be issued upon the
exercise of this Warrant. As to any fraction of a share which
Holder would otherwise be entitled to purchase upon such
exercise, the Company shall pay a cash adjustment in respect of
such final fraction in an amount equal to the Exercise Price.
5. Charges, Taxes and Expenses. Issuance of
certificates for shares of Common Stock upon the exercise of this
Warrant shall be made without charge to the
2
holder hereof for any
issue or transfer tax or other incidental expense in respect of
the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be
issued in the name of the holder of this Warrant or in such name
or names as may be directed by the holder of this Warrant;
provided, however, that in the event certificates for shares of
Common Stock are to be issued in a name other than the name of
the holder of this Warrant, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the holder hereof; and the Company may
require, as a condition thereto, the payment of a sum sufficient
to reimburse it for any transfer tax incidental thereto.
6. Closing of Books. The Company will not close its
shareholder books or records in any manner which prevents the
timely exercise of this Warrant.
7. Transfer, Division and Combination. (a) Subject to
compliance with any applicable securities laws, transfer of this
Warrant and all rights hereunder, in whole or in part, shall be
registered on the books of the Company to be maintained for such
purpose, upon surrender of this Warrant at the principal office
of the Company, together with a written assignment of this
Warrant substantially in the form attached hereto duly executed
by Holder or its agent or attorney and funds sufficient to pay
any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company
shall execute and deliver a new Warrant or Warrants in the name
of the assignee or assignees and in the denomination or
denominations specified in such instrument of assignment, and
shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. A Warrant, if properly assigned, may be exercised
by a new holder for the purchase of shares of Common Stock
without having a new Warrant issued.
(b) This Warrant may be divided or combined with
other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the
names and denominations in which new Warrants are to be issued,
signed by Holder or its agent or attorney. Subject to compliance
with Section 7(a), as to any transfer which may be involved in
such division or combination, the Company shall execute and
deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such
notice.
(c) The Company shall prepare, issue and deliver
at its own expense (other than transfer taxes) the new Warrant or
Warrants under this Section 7.
(d) The Company agrees to maintain, at its
aforesaid office, books for the registration and the registration
of transfer of the Warrants.
8. No Rights as Shareholder until Exercise. This
Warrant does not entitle the holder hereof to any voting rights
or other rights as a shareholder of the Company prior to the
exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price, the Warrant Shares so
purchased shall be and be deemed to
3
be issued to such holder as the record owner of such shares as of
the close of business on the later of the date of such surrender
or payment.
9. Loss, Theft, Destruction or Mutilation of Warrant.
The Company covenants that upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant certificate or any
stock certificate relating to the Warrant Shares, and in case of
loss, theft or destruction, of indemnity or security reasonably
satisfactory to it (which shall not include the posting of any
bond), and upon surrender and cancellation of such Warrant or
stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and
dated as of such cancellation, in lieu of such Warrant or stock
certificate.
10. Saturdays, Sundays, Holidays, etc. If the last or
appointed day for the taking of any action or the expiration of
any right required or granted herein shall be a Saturday, Sunday
or a legal holiday, then such action may be taken or such right
may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.
11. Adjustments of Exercise Price and Number of Warrant
Shares. (a) Stock Splits, etc. The number and kind of securities
purchasable upon the exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time upon the
happening of any of the following. In case the Company shall:
(i) pay a dividend in shares of Common Stock or make a
distribution in shares of Common Stock to holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares of Common Stock,
(iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or (iv) issue any
shares of its capital stock in a reclassification of the Common
Stock, then the number of Warrant Shares purchasable upon
exercise of this Warrant immediately prior thereto shall be
adjusted so that the holder of this Warrant shall be entitled to
receive the kind and number of Warrant Shares or other securities
of the Company which he would have owned or have been entitled to
receive had such Warrant been exercised in advance thereof. Upon
each such adjustment of the kind and number of Warrant Shares or
other securities of the Company which are purchasable hereunder,
the holder of this Warrant shall thereafter be entitled to
purchase the number of Warrant Shares or other securities
resulting from such adjustment at an Exercise Price per Warrant
Share or other security obtained by multiplying the Exercise
Price in effect immediately prior to such adjustment by the
number of Warrant Shares purchasable pursuant hereto immediately
prior to such adjustment and dividing by the number of Warrant
Shares or other securities of the Company resulting from such
adjustment. An adjustment made pursuant to this paragraph shall
become effective immediately after the effective date of such
event retroactive to the record date, if any, for such event.
(b) Reorganization, Reclassification, Merger,
Consolidation or Disposition of Assets. In case the Company
shall reorganize its capital, reclassify its capital stock,
consolidate or merge with or into another corporation (where the
Company is not the surviving corporation or where there is a
change in or distribution with respect to the Common Stock of the
Company), or sell, transfer or otherwise dispose of all or
substantially all its property, assets or business to another
corporation
4
and, 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 Stock of
the Company, then Holder shall have the right thereafter to
receive, upon exercise of this Warrant, the number of shares of
common stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and Other Property
receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets
by a holder of the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to such event. In
case of any such reorganization, reclassification, merger,
consolidation or disposition of assets, the successor or
acquiring corporation (if other than the Company) 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 in good faith by resolution of
the Board of Directors of the Company) in order to provide for
adjustments of shares of Common Stock for which this Warrant is
exercisable which shall be as nearly equivalent as practicable to
the adjustments provided for in this Section 11. For purposes of
this Section 11, "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 11 shall
similarly apply to successive reorganizations, reclassifications,
mergers, consolidations or disposition of assets.
5
12. Voluntary Adjustment by the Company. The Company
may at any time during the term of this Warrant, reduce the then
current Exercise Price to any amount and for any period of time
deemed appropriate by the Board of Directors of the Company.
13. Notice of Adjustment. Whenever the number of
Warrant Shares or number or kind of securities or other property
purchasable upon the exercise of this Warrant or the Exercise
Price is adjusted, as herein provided, the Company shall promptly
mail by registered or certified mail, return receipt requested,
to the holder of this Warrant notice of such adjustment or
adjustments setting forth the number of Warrant Shares (and other
securities or property) purchasable upon the exercise of this
Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a
brief statement of the facts requiring such adjustment and
setting forth the computation by which such adjustment was made.
Such notice, in the absence of manifest error, shall be
conclusive evidence of the correctness of such adjustment.
14. Notice of Corporate Action. If at any time:
(a) the Company shall take a record of the
holders of its Common Stock for the purpose of entitling them to
receive a dividend or other distribution, or any right to
subscribe for or purchase any evidences of its indebtedness, any
shares of stock of any class or any other securities or property,
or to receive any other right, or
(b) there shall be any capital reorganization of
the Company, any reclassification or recapitalization of the
capital stock of the Company or any consolidation or merger of
the Company with, or any sale, transfer or other disposition of
all or substantially all the property, assets or business of the
Company to, another corporation or,
(c) there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;
then, in any one or more of such cases, the Company shall give to
Holder (i) at least 3 days' prior written notice of the date on
which a record date shall be selected for such dividend,
distribution or right or for determining rights to vote in
respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or
winding up, and (ii) in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 3
days' prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause also
shall specify (i) the date on which any such record is to be
taken for the purpose of such dividend, distribution or right,
the date on which the holders of Common Stock shall be entitled
to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such
reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up is
to take place and the time, if any
6
such time is to be fixed, as of which the holders of Common Stock
shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such disposition,
dissolution, liquidation or winding up. Each such written notice
shall be sufficiently given if addressed to Holder at the last
address of Holder appearing on the books of the Company and delivered
in accordance with Section 16(d).
15. Authorized Shares. The Company covenants that
during the period the Warrant is outstanding, it will reserve
from its authorized and unissued Common Stock a sufficient number
of shares to provide for the issuance of the Warrant Shares upon
the exercise of any purchase rights under this Warrant. The
Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with
the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares upon the exercise
of the purchase rights under this Warrant. The Company will take
all such reasonable action as may be necessary to assure that
such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any
requirements of the Principal Market upon which the Common Stock
may be listed.
The Company shall not by any action, including,
without limitation, amending its certificate of incorporation or
through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder against impairment.
Without limiting the generality of the foregoing, the Company
will (a) not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such
increase in par value, (b) take all such action as may be
necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common
Stock upon the exercise of this Warrant, and (c) use its best
efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as
may be necessary to enable the Company to perform its obligations
under this Warrant.
Upon the request of Holder, the Company will at
any time during the period this Warrant is outstanding
acknowledge in writing, in form reasonably satisfactory to
Holder, the continuing validity of this Warrant and the
obligations of the Company hereunder.
Before taking any action which would cause an
adjustment reducing the current Exercise Price below the then par
value, if any, of the shares of Common Stock issuable upon
exercise of the Warrants, the Company shall take any corporate
action which may be necessary in order that the Company may
validly and legally issue fully paid and non-assessable shares of
such Common Stock at such adjusted Exercise Price.
7
Before taking any action which would result in an
adjustment in the number of shares of Common Stock for which this
Warrant is exercisable or in the Exercise Price, the Company
shall obtain all such authorizations or exemptions thereof, or
consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
16. Miscellaneous.
(a) Jurisdiction. This Warrant shall be binding
upon any successors or assigns of the Company. This Warrant
shall constitute a contract under the laws of Nevada without
regard to its conflict of law, principles or rules, and be
subject to arbitration pursuant to the terms set forth in the
Purchase Agreement.
(b) Restrictions. The holder hereof acknowledges
that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered, will have restrictions upon resale
imposed by state and federal securities laws.
(c) Non-waiver and Expenses. No course of dealing
or any delay or failure to exercise any right hereunder on the
part of Holder shall operate as a waiver of such right or
otherwise prejudice Holder's rights, powers or remedies,
notwithstanding all rights hereunder terminate on the Termination
Date. If the Company fails to comply with any provision of this
Warrant, the Company shall pay to Holder such amounts as shall be
sufficient to cover any costs and expenses including, but not
limited to, reasonable attorneys' fees, including those of
appellate proceedings, incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its
rights, powers or remedies hereunder.
(d) Notices. Any notice, request or other document
required or permitted to be given or delivered to the holder
hereof by the Company shall be delivered in accordance with the
notice provisions of the Purchase Agreement.
(e) Limitation of Liability. No provision hereof,
in the absence of affirmative action by Holder to purchase shares
of Common Stock, and no enumeration herein of the rights or
privileges of Holder hereof, shall give rise to any liability of
Holder for the purchase price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.
(f) Remedies. Holder, in addition to being
entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of
its rights under this Warrant. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.
(g) Successors and Assigns. Subject to applicable
securities laws, this Warrant and the rights and obligations
evidenced hereby shall inure to the benefit of and be binding
upon the successors of the Company and the successors and
permitted
8
assigns of Holder. The provisions of this Warrant are
intended to be for the benefit of all Holders from time to time
of this Warrant and shall be enforceable by any such Holder or
holder of Warrant Shares.
(h) Indemnification. The Company agrees to
indemnify and hold harmless Holder from and against any
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, attorneys' fees, expenses and
disbursements of any kind which may be imposed upon, incurred by
or asserted against Holder in any manner relating to or arising
out of any failure by the Company to perform or observe in any
material respect any of its covenants, agreements, undertakings
or obligations set forth in this Warrant; provided, however, that
the Company will not be liable hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, attorneys' fees, expenses or
disbursements are found in a final non-appealable judgment by a
court to have resulted from Holder's negligence, bad faith or
willful misconduct in its capacity as a stockholder or warrant
holder of the Company.
(i) Amendment. This Warrant may be modified or
amended or the provisions hereof waived with the written consent
of the Company and the Holder.
(j) Severability. Wherever possible, each
provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the
remainder of such provisions or the remaining provisions of this
Warrant.
(k) Headings. The headings used in this Warrant
are for the convenience of reference only and shall not, for any
purpose, be deemed a part of this Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant
to be executed by its officer thereunto duly authorized.
Dated: _______________, 2000
MW Medical, Inc.
By: ____________________________
Xxx Xxxxxxx, President
NOTICE OF EXERCISE
To: MW Medical, Inc.
(1) The undersigned hereby elects to purchase ________
shares of Common Stock (the "Common Stock"), of MW Medical, Inc.
pursuant to the terms of the attached Warrant, and tenders
herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.
(2) Please issue a certificate or certificates
representing said shares of Common Stock in the name of the
undersigned or in such other name as is specified below:
_______________________________
(Name)
_______________________________
(Address)
_______________________________
Dated:
______________________________
Signature
ASSIGNMENT FORM
(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights
evidenced thereby are hereby assigned to
_______________________________________________ whose address is
_______________________________________________________________.
_______________________________________________________________
Dated: ______________, _______
Holder's Signature:_____________________________
Holder's Address: _____________________________
_____________________________
Signature Guaranteed: ___________________________________________
NOTE: The signature to this Assignment Form must correspond with the
name as it appears on the face of the Warrant, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank or
trust company. Officers of corporations and those acting in an fiduciary
or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant.
