EXHIBIT 4.4
Agreement dated as of February 28, 1997 between Medjet Inc., a Delaware
corporation (the"Company") and Xxxxxx X. Xxxxxxxxx, M.D. (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") and the Company and the Warrant Holder desire to 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. Section 1 is hereby amended to read in its entirety as follows:
"Term. The purchase right represented by this Warrant is exercisable,
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in whole or in part, at any time and from time to time commencing on
the date hereof and ending at the earlier of (a) 5:00 p.m. New Jersey
time on the fifth (5th) calendar anniversary hereof or (b) the merger,
consolidation or acquisition of all or substantially all of the
Company's assets (except where the stockholders of the Company
immediately prior to such event own more than 50% of the stock of the
resulting corporation immediately after such event, in which case this
Warrant shall apply to the resulting corporation and continue to be
exercisable in accordance with its terms) provided the Company has
complied with the provisions of Section 4."
2. 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); 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."
3. 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 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 above-
mentioned 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, Consultant thereafter shall be
entitled to exercise the Warrant as to all of the Shares at any time
through the fifth calendar anniversary hereof."
4. 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.
