DATED 1999
TRANSWORLD HEALTHCARE (UK) LIMITED
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WARRANT INSTRUMENT IN RESPECT OF
WARRANTS TO SUBSCRIBE FOR SHARES
IN TRANSWORLD HEALTHCARE (UK) LIMITED
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ASHURST XXXXXX XXXXX
Broadwalk House
0 Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 0000-000 0000
Fax: 0000-000 0000
PDG/T73800003
CONTENTS
CLAUSE PAGE
1. INTERPRETATION..................................................1
2. DEED TO BE BINDING ON COMPANY...................................3
3. SUBSCRIPTION RIGHTS.............................................3
4. EXERCISING SUBSCRIPTION RIGHTS..................................3
5. ISSUE OF SHARES UPON EXERCISE OF SUBSCRIPTION RIGHTS............5
6. INFORMATION AND RIGHTS OF WARRANTHOLDERS........................6
7. RESTRICTIONS AND OBLIGATIONS OF THE COMPANY.....................6
8. TRANSFER OF WARRANTS............................................8
9. MODIFICATION OF RIGHTS..........................................8
10. LIQUIDATION....................................................8
11. CERTIFICATES...................................................9
12. INCORPORATION OF SUBSCRIPTION AGREEMENT OBLIGATIONS............9
13. NOTICES........................................................9
14. GOVERNING LAW.................................................11
SCHEDULE 1..........................................................12
Form of Certificate.................................................12
SCHEDULE 2..........................................................15
The Register and Transfers..........................................15
SCHEDULE 3..........................................................17
Adjustments to Warrant Shares and Subscription Price................17
THIS DEED is made on 1999
BY TRANSWORLD HEALTHCARE (UK) LIMITED (No. 3370146) whose registered office is
at Balderton Hall, South Drive, Balderton, Newark, Nottinghamshire, NG24 3TR
(the "COMPANY")
RECITALS
(A) The Company has, by resolution of its directors, agreed to issue
warrants to subscribe for shares in the capital of the Company on the
terms set out in this deed.
(B) This document has been executed by the Company as a deed poll in favour
of the Warrantholders (defined below).
BY THIS DEED THE COMPANY DECLARES AND COVENANTS AS FOLLOWS:
1. INTERPRETATION
1.1 The following words and expressions shall have the following meanings
unless the context requires otherwise:
"ADJUSTMENT EVENT" has the meaning given in schedule 3;
"ARTICLES" means the articles of association of the Company in force at
the relevant time;
"BUSINESS DAY" means a day (excluding Saturdays) on which banks
generally are open in London for the transaction of normal banking
business;
"CERTIFICATE" means a certificate evidencing a Warrantholder's
entitlement to Warrants in the form, or substantially in the form, set
out in schedule 1;
"CONSENT" means the consent in writing of Warrantholders entitled to
the right to subscribe for at least 50 per cent. of the Warrant Shares;
"DIRECTORS" means the board of directors of the Company for the time
being;
"EQUITY SHARES" means shares in the capital of the Company which are
"equity securities" as defined in section 94(2) of the Companies Act
1985 or are "relevant employee shares" as defined in section 94(4) of
that Act;
"EXERCISE DATE" means, in the case of an exercise of Subscription
Rights pursuant to a Liquidity Event immediately prior to that
Liquidity Event and in the case of any other exercise of Subscription
Rights, the latest day on which the Company is obliged by clause 5.1 to
issue the relevant Warrant Shares;
"EXERCISE EVENT" OR "LIQUIDITY EVENT" means a Liquidity Event as
defined in the Subscription Agreement;
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"EXTRAORDINARY RESOLUTION" means a resolution consented to in writing
by Warrantholders entitled to exercise 75 per cent of the Total
Subscription Rights;
"FACILITY" means the mezzanine facility agreement between the Company
and the Mezzanine Lender dated today;
"MEZZANINE INDEBTEDNESS" has the meaning contained in the Subscription
Agreement;
"ORDINARY SHARES" means ordinary shares of 5p each in the capital of
the Company (and, if there is a sub-division, consolidation or
re-classification of those shares, shares resulting from the
sub-division, consolidation or re-classification);
"REGISTER" means the register of persons for the time being entitled to
the benefit of the Warrants required to be maintained pursuant to this
deed;
"SUBSCRIPTION AGREEMENT" means the agreement between inter alia the
Company and the Purchasers (each as defined in that agreement) in
respect of the Company entered into on or about the date hereof;
"SUBSCRIPTION PRICE" means 5p per Warrant Share, subject to adjustment
in accordance with schedule 3;
"SUBSCRIPTION RIGHTS" means the individual subscription rights of each
Warrantholder as defined in clause 3.2;
"SUBSIDIARY" has the meaning given to it in Section 736 of the
Companies Act 1985;
"TOTAL SUBSCRIPTION RIGHTS" has the meaning given to it in clause 3.1;
"WARRANTHOLDER" means, in relation to a Warrant, the person whose name
appears in the Register as the holder of the Warrant;
"WARRANTS" means the warrants of the Company constituted by this deed
and all rights conferred by it (including Subscription Rights); and
"WARRANT SHARES" means 1,640,000 Ordinary Shares, subject to adjustment
in accordance with schedule 3.
1.2 Any expression or word used in this deed which is not defined in it but
which has been defined in the Articles shall have the meaning given to
it in the Articles unless the context requires otherwise.
1.3 Headings to clauses and paragraphs and descriptive notes in italic type
and in brackets are for information only and shall not form part of the
operative provisions of this deed and shall be ignored in its
construction.
1.4 References to recitals, clauses or schedules are to recitals to,
clauses of and schedules to this deed. The recitals and schedules form
part of the operative provisions of this deed and
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references to this deed shall, unless the context otherwise requires,
include references to the recitals and schedules.
1.5 References to statutes or statutory provisions include references to
any orders or regulations made under them and any references to any
statute, provision, order or regulation include references to that
statute, provision, order or regulation as amended, modified,
re-enacted or replaced from time to time whether before or after the
date of this deed (or subject as otherwise expressly provided in this
deed) and to any previous statute, statutory provision, order or
regulation amended, modified, re-enacted or replaced by such statute,
provision, order or regulation.
2. DEED TO BE BINDING ON COMPANY
The Company agrees with the Warrantholders that the terms of this deed
shall be binding upon the Company.
3. SUBSCRIPTION RIGHTS
3.1 TOTAL SUBSCRIPTION RIGHTS
Subject to clause 3.3, the Warrants give the Warrantholder(s) the right
(the "TOTAL SUBSCRIPTION RIGHTS") to subscribe in cash at the
Subscription Price for the Warrant Shares on the terms set out in this
deed.
3.2 INDIVIDUAL SUBSCRIPTION RIGHTS
Each Warrantholder shall have the right ("SUBSCRIPTION RIGHTS") to
subscribe in cash at the Subscription Price for that percentage of
Subscription Rights in respect of Warrant Shares in respect of which it
is recorded in the Register as the holder.
3.3 ADJUSTMENT EVENT
If an Adjustment Event occurs the percentage of Warrant Shares which
each Warrantholder is entitled to subscribe and (as appropriate) the
Subscription Price payable in respect of such subscription shall be
adjusted in accordance with the provisions set out in schedule 3.
4. EXERCISING SUBSCRIPTION RIGHTS
4.1 TIMING
Any Warrantholder may exercise its Subscription Rights:-
(a) at any time without condition; or
(b) conditionally upon an Exercise Event occurring.
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4.2 LAPSE
Any Subscription Rights which have not been exercised prior to an
Exercise Event occurring shall lapse immediately following such
Exercise Event unless no notice of such Exercise Event was received
from the Company in accordance with clause 7.3.
4.3 NUMBER OF WARRANTS WHICH MUST BE EXERCISED
No exercise of Subscription Rights by a Warrantholder shall be valid
unless all Subscription Rights of that Warrantholder are being
exercised at the same time.
4.4 EXERCISE MECHANISM
In order validly to exercise its Subscription Rights, a Warrantholder
must deliver the following items to the registered office of the
Company, and where the exercise of Subscription Rights is made in
response to notice of an Exercise Event received from the Company in
accordance with clause 7.3 at least ten Business Days prior to the
anticipated date of the relevant Exercise Event:-
(a) the Certificate for the Warrants in respect of which Subscription
Rights are being exercised with the exercise notice contained on the
Certificate duly completed; and
(b) a payment by banker's draft, drawn on a London clearing bank (or
such other mode of payment as the Company and the Warrantholder shall
agree), for the aggregate Subscription Price in respect of the
Subscription Rights which are being exercised.
4.5 IRREVOCABLE ELECTION
Delivery of the items specified in clause 4.4 to the Company shall,
subject to clause 4.7, be an irrevocable election by the Warrantholder
to exercise the relevant Subscription Rights except where such delivery
is made in response to a notice of an Exercise Event received from the
Company in accordance with clause 7.3 and such Exercise Event does not
occur.
4.6 EFFECTIVE DATE
An exercise of Subscription Rights which is conditional on an Exercise
Event occurring shall be deemed to take effect immediately prior to the
relevant Exercise Event occurring.
4.7 EXERCISE EVENT NOT OCCURRING
Where the Exercise Event in response to which any exercise of
Subscription Rights is made does not occur within 30 Business Days of
the proposed date of such Exercise Event specified in the notice
received from the Company pursuant to clause 7.3:-
(a) the Company shall forthwith deliver to each relevant
Warrantholder a banker's draft in the amount of the total
Subscription Price delivered to the Company by that
Warrantholder in respect of such exercise of Subscription
Rights; and
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(b) the relevant Subscription Rights shall remain exercisable by
the relevant Warrantholder in accordance with the provisions
of this deed as if they had never been exercised.
5. ISSUE OF SHARES UPON EXERCISE OF SUBSCRIPTION RIGHTS
5.1 ALLOTMENT AND ISSUE
(a) On the date of the Exercise Event pursuant to which any
Subscription Rights have been exercised (or in the case of a
valid exercise of Subscription Rights not made pursuant to an
Exercise Event, within five Business Days of such exercise)
the Company shall:-
(i) allot and issue to the person(s) identified in the
relevant exercise notice (the "ALLOTTEE(S)") the
Ordinary Shares to which the Warrantholder is
entitled; and
(ii) enter the Allottee(s) name in the register of members
of the Company as the holder of the Ordinary Shares
issued to the Allottee(s).
(b) Within five Business Days of the date of the Exercise Event
pursuant to which any Subscription Rights have been exercised
(or in the case of a valid exercise of Subscription Rights not
made pursuant to an Exercise Event, within five Business Days
of such exercise) the Company shall, at the Company's cost,
send to the address stipulated by the Warrantholder in the
exercise notice share certificate(s) in respect of the
Ordinary Shares issued.
5.2 RIGHTS ATTACHING TO WARRANT SHARES
The Ordinary Shares allotted pursuant to exercise of the Subscription
Rights shall:-
(a) be allotted and issued fully paid;
(b) have the rights set out in the Articles relating to Ordinary
Shares; and
(c) rank pari passu with the fully paid Ordinary Shares then in
issue.
5.3 ROUNDING
If the number of Ordinary Shares falling to be allotted to a
Warrantholder (or at its direction) on an exercise of Subscription
Rights would otherwise require a fraction of an Ordinary Share to be
allotted, the number of Ordinary Shares to be so allotted will be
rounded down to the nearest whole number of Ordinary Shares.
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5.4 SUBSCRIPTION AGREEMENT
If the Subscription Agreement will be in force immediately following
the exercise of the Subscription Rights, the Company's obligation under
clause 5.1 will be conditional upon the Warrantholder which is
exercising its Subscription Rights entering into a deed agreeing to be
bound by the Subscription Agreement in a form required by that
agreement or, if no particular form is so required, in such form as the
Company reasonably requires.
6. INFORMATION AND RIGHTS OF WARRANTHOLDERS
6.1 INFORMATION TO BE PROVIDED BY THE COMPANY
The Company shall send to each Warrantholder:-
(a) a copy of its Annual Report and Accounts together with all
documents required by law to be annexed to that report;
(b) copies of every statement, notice or circular issued to the
Ordinary Shareholders of the Company.
6.2 ATTENDANCE AT MEETINGS
Warrantholders may attend all general meetings of members of the
Company but may not vote at those meetings by virtue of or in respect
solely of their holdings of Warrants.
6.3 WARRANTHOLDER'S OBLIGATIONS OF CONFIDENTIALITY
Each Warrantholder shall keep confidential any information received by
it in its capacity as a Warrantholder which is of a confidential nature
except:-
(a) as required by law or any applicable regulations; and
(b) to the extent the information is in the public domain through
no default of the Warrantholder.
7. RESTRICTIONS AND OBLIGATIONS OF THE COMPANY
7.1 UNDERTAKINGS
For so long as any Subscription Rights remain outstanding, the Company
will comply with the undertakings in this clause 7.
7.2 SHARE CAPITAL
The Company will keep available for issue out of its authorised but
unissued share capital free from pre-emptive rights such number of
Ordinary Shares as would enable the Warrant Shares to be issued to the
Warrantholders in full.
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7.3 UNDERTAKINGS OF THE COMPANY
The Company undertakes that during the Subscription Period (except with
the prior sanction of an Extraordinary Resolution):
(a) it will keep available for issue sufficient authorised but
unissued share capital to satisfy in full the exercise of all
outstanding warrants;
(b) it will not reduce any of its share capital or its share
premium account or capital redemption reserve (other than by
way of a distribution or capitalisation of a reserve which is
expressly permitted by and is in accordance with the terms of
Schedule 3 (other than for a purchase of shares in accordance
with the Subscription Agreement));
(c) it will not make a distribution of profits or of reserves
unless each Warrantholder receives at the same time a payment
attributable to the number of Ordinary Shares which the
relevant Warrantholder would be entitled to receive if the
Warrantholder had exercised his respective Subscription Rights
in full on the record date for the distribution other than
as may be necessary to provide UK Parent with sufficient funds
to settle any applicable assessment of taxation or any
professional fees and administration costs in the ordinary
course of business (including any interest paid on the
Subordinated Notes or the PIK Notes incurred by it pursuant to
the terms of the Transaction Documents);
(d) it will not do anything which would, or could be reasonably
expected to, result in Ordinary Shares being issued to the
Warrantholders at a discount to their nominal value;
(e) it will not conclude terms for a Listing unless the Listing
involves a quotation for all the Ordinary Shares which are the
subject of the Warrants;
(f) it will not alter its Memorandum of Association or Articles of
Association in force on the date of this Instrument in any way
which could reasonably be expected to have an adverse effect
on the rights of the Warrantholders vis a vis the ordinary
shareholders.
7.4 NOTIFICATIONS
(a) The Company will notify each Warrantholder in writing as soon
as reasonably practicable (and in any event within ten
Business Days) after the relevant board or general meeting of
shareholders (whichever is the earlier) has resolved to
implement an Exercise Event or Adjustment Event (or, if no
such resolution is required, after the Company became aware of
such Exercise Event or Adjustment Event) specifying the
proposed date of the event and the nature of the event;
(b) Where the Exercise Event or Adjustment Event referred to in a
notice made by the Company pursuant to clause 7.3 (a) does not
occur within 30 Business Days of the proposed date of the
event specified in such notice, an additional notice by the
Company pursuant to clause 7.3(a) shall be required if the
Company subsequently resolves to implement or becomes aware of
such Exercise Event or Adjustment Event.
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7.5 PURCHASE OF WARRANTS
The Company will not purchase, and will procure that its Subsidiaries
will not purchase, Warrants unless an offer to purchase is made pro
rata to all Warrantholders.
8. TRANSFER OF WARRANTS
8.1 The Warrants may be transferred in whole or in part with the Mezzanine
Indebtedness by any Warrantholder with prior consultation with the
Company.
8.2 The Warrants may not be transferred otherwise than as permitted by
clause 8.1.
8.3 The provisions of paragraph 2 of schedule 2 shall apply to any transfer
permitted by clause 8.1.
9. MODIFICATION OF RIGHTS
9.1 GENERAL MODIFICATIONS
Subject to clause 9.2, this deed may be modified only with the prior
sanction of a Consent.
9.2 TECHNICAL MODIFICATIONS
Modifications to this deed which are of a purely formal, minor or
technical nature may be made by written agreement signed as a deed by
the Company.
10. LIQUIDATION
10.1 LIQUIDATION AND DISSOLUTIONS
If an order is made or an effective resolution is passed for the
winding-up or dissolution of the Company or if any other dissolution of the
Company by operation of law is to be effected then the provisions of clause 10.2
or 10.3 shall apply.
10.2 SANCTIONED AGREEMENT
If the winding-up or dissolution is for the purpose of a
reorganisation or amalgamation pursuant to a scheme of arrangement sanctioned by
a Consent the terms of the scheme of arrangement will be binding on the
Warrantholders.
10.3 NON-SANCTIONED AGREEMENT
If clause 10.2 does not apply, the Company shall immediately notify the
Warrantholders, in writing, that such an order has been made or
resolution has been passed or other dissolution is to be effected. The
Warrantholders shall be entitled at any time within three months after
the date such notice is given to elect by notice in writing to the
Company to be treated as if they had, immediately before the date of
the making of the order or passing of the resolution or other
dissolution, exercised the Subscription Rights and they shall be
entitled to receive
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out of the assets which would otherwise be available in the liquidation
to the holders of Ordinary Shares, such a sum, if any, as they would
have received had they been the holders of and paid for the Ordinary
Shares to which they would have become entitled by virtue of such
exercise, after deducting from such sum the amount which would have
been payable by them in respect of the Ordinary Shares if they had
exercised the Subscription Rights. Nothing contained in this clause
10.3 shall have the effect of requiring the Warrantholders to make any
actual payment to the Company.
11. CERTIFICATES
11.1 ISSUE OF CERTIFICATES
Within five Business Days of entering the name of a Warrantholder in
the Register, the Company shall issue to the Warrantholder a
Certificate in respect of that percentage of the Subscription Rights in
respect of which it is recorded in the Register as the holder.
11.2 LOST CERTIFICATES, ETC.
If a Certificate is mutilated, defaced, lost, stolen or destroyed the
Company will replace it provided that:-
(a) the Warrantholder seeking the replacement provides the Company
with such evidence and indemnity in respect of the mutilation,
defacement, loss, theft or destruction as the Company may
reasonably require;
(b) the Warrantholder seeking the replacement pays the Company's
reasonable costs in connection with the issue of the
replacement; and
(c) mutilated or defaced Certificates in respect of which
replacements are being sought are surrendered.
12. INCORPORATION OF SUBSCRIPTION AGREEMENT OBLIGATIONS
The Warrants and the Warrantholder shall be bound by the provisions of
Articles XII to XV of the Subscription Agreement as if such Articles
were set out in full in this Warrant Instrument and the Warrantholder
was a Purchaser (as defined therein).
13. NOTICES
13.1 MODE OF SERVICE
Subject to clause 13.2 any notice, demand or other communication given
or made under or in connection with the matters contemplated by this
deed shall be in writing and shall be delivered personally or sent by
fax or prepaid first class post (air mail if posted to or from a place
outside the United Kingdom):-
(a) in the case of the Company to:-
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Balderton Hall
South Drive
Balderton
Newark
Nottinghamshire NG24 3TR
Fax: 00000 000000
Attention: Company Secretary
(b) in the case of a Warrantholder to:-
the address of the Warrantholder shown in the Register or, if
no address is shown in the Register, to its last known place
of business or residence.
13.2 PROCEDURE IF NO KNOWN ADDRESS
If no address has been notified to the Company by a Warrantholder, any
notice, demand or other communication given or made under or in
connection with the matters contemplated by this deed may be given to
that Warrantholder by the Company by exhibiting it for three days at
the registered office of the Company.
13.3 DEEMED SERVICE
Any notice, demand or other communication given or made under or in
connection with the matters contemplated by this deed in accordance
with clause 13.1 or 13.2 shall be deemed to have been duly given or
made as follows:-
(a) if personally delivered, upon delivery at the address of the
relevant party;
(b) if sent by first class post, two Business Days after the date
of posting;
(c) if sent by air mail, five Business Days after the date of
posting;
(d) if sent by fax, when despatched; and
(e) if clause 13.2 applies, at the expiry of the three day period
referred to in that clause,
provided that if, in accordance with the above provision, any such
notice, demand or other communication would otherwise be deemed to be
given or made after 5.30 p.m. such notice, demand or other
communication shall be deemed to be given or made at 9.30 a.m. on the
next Business Day.
13.4 JOINT REGISTERED HOLDERS
All notices and other communications with respect to Warrants standing
in the names of joint registered holders shall be given to whichever of
such persons is named first in the Register and such notice so given
shall be sufficient notice to all the registered holders of such
Warrants.
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13.5 SUCCESSORS
Any person who becomes entitled to any Warrant (whether by operation of
law, transfer or otherwise) shall be bound by every notice given in
respect of that Warrant before its name and address is entered on the
Register.
14. GOVERNING LAW
This deed (and any dispute, controversy, proceedings or claim of
whatever nature arising out of or in any way relating to this deed or
its formation) shall be governed by and construed in accordance with
English law.
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SCHEDULE 1
FORM OF CERTIFICATE
TRANSWORLD HEALTHCARE (UK) LIMITED
(NO 3370146)
WARRANT CERTIFICATE
WARRANT CERTIFICATE NUMBER [ ]
This is to certify that the person named below is a Warrantholder for the
purpose of the warrant instrument issued by the Company on 17 December 1999
("WARRANT INSTRUMENT") and has the right to subscribe in cash at the
Subscription Price for that percentage of the Warrant Shares (as defined in the
Warrant Instrument) specified below on the terms set out in the Warrant
Instrument.
WARRANTHOLDER
Name:
Address:
PERCENTAGE WARRANT SHARES REPRESENTED BY THIS CERTIFICATE:
[ ]
(subject to adjustment in accordance with clause 3.3 of the Warrant Instrument)
DATE OF ISSUE: 17 December 1999
Executed as a deed by TRANSWORLD HEALTHCARE (UK) LIMITED
................... ..........................
Director Director/Secretary
Notes:
(1) THE SUBSCRIPTION RIGHTS ARE TRANSFERABLE PRIOR TO EXERCISE ONLY IN
ACCORDANCE WITH THE PROVISIONS OF THE WARRANT INSTRUMENT.
(2) ALL TRANSFERS MUST BE ACCOMPANIED BY THIS CERTIFICATE.
(3) A COPY OF THE WARRANT INSTRUMENT MAY BE OBTAINED ON REQUEST FROM THE
COMPANY SECRETARY, TRANSWORLD HEALTHCARE (UK) LIMITED, BALDERTON HALL,
SOUTH DRIVE, BALDERTON, NEWARK, NOTTINGHAMSHIRE NG24 3TR
(4) THE "EXERCISE NOTICE" PRINTED ON THE NEXT PAGE FORMS PART OF THIS
CERTIFICATE.
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We hereby agree to be bound by, and subject to, the terms and conditions set out
in the Warrant Instrument.
Executed as a deed by
.................... ..............................
Director Director/Secretary
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EXERCISE NOTICE
(To be printed on the back of the Certificate)
We hereby exercise the Subscription Rights in respect of the Total Subscription
Rights and attach [a banker's draft] [OTHER METHOD OF PAYMENT AGREED BY THE
COMPANY] for (pound) [__] being the aggregate Subscription Price payable in
respect of the Subscription Rights we are exercising. [This exercise is
conditional upon the Liquidity Event referred to in the notice from the Company
dated [__] taking place.] We agree that the Ordinary Shares are accepted
subject to the Articles of Association of the Company.
We direct the Company to allot the Ordinary Shares to be issued pursuant to
this exercise in the following numbers to the following proposed allottees:
NAME OF ADDRESS OF
NO OF SHARES** PROPOSED ALLOTTEE PROPOSED ALLOTTEE
1
2
3
4
Share certificates should be sent to [INCLUDE DETAILS]
Signed .......................................
Print Name .......................................
Address .......................................
.......................................
* Amend/delete as appropriate.
**Specify percentage proportion.
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SCHEDULE 2
THE REGISTER AND TRANSFERS
1. REGISTER
1.1 An accurate register of entitlement to the Warrants (the "REGISTER")
will be kept by the Company at its registered office in which the
Company shall enter:-
(a) the names and addresses of the persons for the time being
entitled to be registered as the holders of the Warrants;
(b) the number of Warrants held by every registered holder; and
(c) the date on which the name of every registered holder is
entered in the Register in respect of the Warrants in his
name.
1.2 Any Warrantholder and any person authorised by any Warrantholder may at
all reasonable times during office hours inspect the Register and take
copies of or extracts from it or any part of it.
1.3 The Company may treat the registered Warrantholder as the absolute
owner of a Warrant and accordingly shall not, except as ordered by a
court of competent jurisdiction or as required by law, be bound to
recognise any equitable or other claim to or interest in a Warrant on
the part of any other person, whether or not it shall have express or
other notice of such a claim.
1.4 Every Warrantholder will be recognised by the Company as entitled to
its Warrants free from any equity, set-off or cross-claim on the part
of the Company against the original or any intermediate holder of
Warrants.
2. TRANSFERS
2.1 Every transfer of a Warrant shall be made in accordance with clause 8
of the Warrant Instrument by an instrument of transfer in the usual or
common form or in any other form which may be approved by the
Directors.
2.2 The instrument of transfer of a Warrant shall be executed by or on
behalf of the transferor but need not be executed by or on behalf of
the transferee. The transferor shall be deemed to remain the holder of
the Warrant until the name of the transferee is entered in the Register
in respect of the Warrant being transferred.
2.3 The Directors may decline to recognise any instrument of transfer of a
Warrant otherwise permitted by clause 8 of this deed unless the
instrument is deposited at the registered office of the Company
accompanied by the Certificate for the Warrant to which it relates, and
such other evidence as the Directors may reasonably require to show the
right of the transferor to make the transfer. The Directors may waive
production of any Certificate upon production
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to them of satisfactory evidence of the loss or destruction of the
Certificate together with such indemnity as they may require.
2.4 No fee shall be charged for any registration of a transfer of a Warrant
or for the registration of any other documents which in the opinion of
the Directors require registration.
2.5 The registration of a transfer shall be conclusive evidence of the
approval by the Directors of such a transfer.
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SCHEDULE 3
ADJUSTMENTS TO WARRANT SHARES AND SUBSCRIPTION PRICE
The Warrants shall be subject to the same adjustment mechanisms as are
contained in clauses 3 and 4 of the Warrant Instrument dated the date
hereof, constituting the Warrants issued to Triumph (as defined in the
Subscription Agreement).
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Executed and delivered by the Company as a deed poll on the date stated at the
beginning of this deed.
Signed as a deed by
TRANSWORLD HEALTHCARE )
(UK) LIMITED acting by its duly authorized ) /s/ Xxxxx X. Xxxxxxxxx
attorney )
Director
Director/Secretary
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